Folleto de Admisión de Metrovacesa

Metrovacesa, S.A.
Offering of up to 39,130,435 ordinary shares of Metrovacesa, S.A.

Offering price range: €18.00 to €19.50 per share
The Selling Shareholders referred to in this Prospectus are offering up to 39,130,435 ordinary shares (the “Initial Offered Shares”), with a nominal value of
€7.2000000147682 per share, of Metrovacesa, S.A., a sociedad anónima incorporated under the laws of Spain (“Metrovacesa” or the “Company”) by way of
an institutional offering to qualified institutional buyers in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”)
and qualified investors in other jurisdictions outside the United States, including Spain (the “Offering”). The Offering outside of the United States will be
made in compliance with Regulation S of the Securities Act (“Regulation S”). The ordinary shares of the Company (the “Shares”) have not been and will not
be registered under the Securities Act.
Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares, S.A. will grant Morgan Stanley & Co. International plc, or any of its agents, as
Stabilization Manager (the “Stabilization Manager”), acting on behalf of itself and the other Managers (as defined below), an option to purchase up to
4.126.606 and 1.742.959 additional Shares, respectively (representing, in aggregate, 15% of the Initial Offered Shares) (the “Additional Shares” and, together
with the Initial Offered Shares, the “Offered Shares”) to cover over-allotments in the Offering, if any, and short positions resulting from stabilization
transactions (the “Over-Allotment Option”). The Over-Allotment Option is exercisable, in whole or in part, by the Stabilization Manager, on behalf of itself
and the other Managers (as defined below), upon notice to the Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares, S.A. at any time on or
before the 30th calendar day after the commencement of trading of the Shares on the Spanish Stock Exchanges (as defined below).
The Company is not issuing any new Shares as part of the Offering and consequently will not receive any proceeds from the Offering.
__________________________________
Investing in the Offered Shares involves a degree of risk. See section “Risk Factors” beginning on page 24 for a discussion of certain matters that
investors should consider prior to making an investment in the Offered Shares.
__________________________________
This document (the “Prospectus”) constitutes a prospectus for the purposes of Article 3(3) of Directive 2003/71/EC of the European Parliament and of the
Council of the European Union (as amended, the “Prospectus Directive”), its implementing regulations in Spain and Commission Regulation (EC) No
809/2004 (as amended, the “Prospectus Regulation”) (together, the “Prospectus Rules”). This document has been prepared in connection with the admission
to listing of the Shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges (the “Spanish Stock Exchanges”) which are regulated markets for the
purposes of Directive 2004/39/EC, as amended (the “Markets in Financial Instruments Directive”) for trading through the Automated Quotation System
(Sistema de Interconexión Bursátil Español or Mercado Continuo) (the “AQS”) of the Spanish Stock Exchanges (“Admission”) and includes the information
required by Annexes I, II, III and XXII of the Prospectus Regulation and the application for the admission of the Shares to listing. This Prospectus has been
approved by the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores) (the “CNMV”) in its capacity as Spanish
competent authority under the consolidated text of the Spanish Securities Market Act approved by Royal Legislative Decree 4/2015, of October 23 (texto
refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre) (“LMV”) and relevant implementing
measures in Spain.
Prior to the Offering, there has been no public market for the Shares. The indicative non-binding offering price range at which the Offered Shares will be sold
in the Offering is €18.00 to €19.50 per Offered Share (the “Offering Price Range”). The Offering Price Range which is indicative and not binding, has been
determined based on negotiations between the Selling Shareholders and the Joint Global Coordinators and no independent experts have been consulted in
determining the Offering Price Range. The price of the Offered Shares (the “Offering Price”) will be determined upon finalization of the book-building period
(expected to occur on or about February 1, 2018) and will be announced by the Company through the publication of a relevant fact (hecho relevante).
The Shares are expected to be admitted to listing on the Spanish Stock Exchanges for trading through the AQS on or about February 2, 2018 under the symbol
“MVC”. The Initial Offered Shares are expected to be delivered through the book-entry facilities of Sociedad de Gestión de los Sistemas de Registro, Compensación y
Liquidación de Valores, S.A. Sociedad Unipersonal (“Iberclear”) and its participating entities against payment therefor on or about February 6, 2018.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Offered Shares to any person in any jurisdiction to whom or in
which such offer or solicitation is unlawful. The Offered Shares have not been and will not be registered under the Securities Act, or with any securities
authority of any state of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to any U.S. person,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act, and in compliance with any
applicable state or local securities laws. The Offered Shares are being offered: (i) in the United States, only to persons reasonably believed to be qualified
institutional buyers (each, a “QIB”) as defined in and in reliance on Rule 144A of the Securities Act (“Rule 144A”) and (ii) outside the United States, only in
offshore transactions as defined in, and in reliance upon, Regulation S and in this case, only to investors who, if resident in a member state of the European
Economic Area (the “EEA”), are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive. This document is not to be treated as a
“prospectus” for the purposes of Section 10 of the Securities Act. Prospective purchasers are hereby notified that the Selling Shareholders may be relying on
an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For additional information about eligible offerees, see section
“Selling and Transfer Restrictions.”
Joint Global Coordinators
BBVA Banco Santander Deutsche Bank Morgan Stanley
Joint Bookrunners
Goldman Sachs International Société Générale Corporate &
Investment Banking
Co-Lead Managers
CaixaBank BPI Fidentiis Equities Norbolsa
The date of this Prospectus is January 19, 2018
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS
YOU SHOULD READ THE ENTIRE PROSPECTUS AND, IN PARTICULAR, “RISK FACTORS”
BEGINNING ON PAGE 24 OF THIS PROSPECTUS WHEN CONSIDERING AN INVESTMENT IN THE
OFFERED SHARES.
None of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), Banco Santander, S.A. (“Santander”), Deutsche
Bank AG, London Branch (“Deutsche Bank”) or Morgan Stanley & Co. International plc (“Morgan Stanley”)
(together, the “Joint Global Coordinators”), or Goldman Sachs International and Société Générale (together
with the Joint Global Coordinators, the “Joint Bookrunners”), or CaixaBank, S.A., Norbolsa S.V., S.A. and
Fidentiis Equities S.V., S.A. (the “Co-lead Managers,” and together with the Joint Bookrunners, the
“Managers”), or their respective affiliates makes any representation or warranty, express or implied, nor accepts
any responsibility whatsoever with respect to the content of this document, including the accuracy or
completeness or verification of any of the information in this document. This document is not intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by any of the
Company, the Selling Shareholders, the Santander Entities, the BBVA Entities or the Managers that any recipient
of this document should purchase the Offered Shares. Each purchaser of Offered Shares should determine for
itself the relevance of the information contained in this document, and its purchase of Offered Shares should be
based upon such investigation, as it deems necessary, including the assessment of risks involved and its own
determination of the suitability of any such investment, with particular reference to their own investment
objectives and experience and any other factors that may be relevant to such investor in connection with the
purchase of the Offered Shares.
This document does not constitute an offer to the public generally to purchase or otherwise acquire the Offered
Shares. In making an investment decision regarding the Offered Shares, an investor must rely on its own
examination of the Company and the terms of the Offering, including the merits and risks involved. Investors
should rely only on the information contained in this document. None of the Company, the Selling Shareholders,
the Santander Entities, the BBVA Entities or the Managers has authorized any other person to provide investors
with different information. If anyone provides an investor with different or inconsistent information, such
investor should not rely on it. Investors should assume that the information appearing in this document is
accurate only as of its date. The Company’s business, results of operations, financial condition and prospects
and the information set forth in this document may have changed since the date of this document.
Notwithstanding the foregoing, the Company is required to publish a prospectus supplement in respect of any
significant new factor, material mistake or inaccuracy relating to the information included in this document
which is capable of affecting the assessment of the Shares and which arises or is noted between the date hereof
and the Admission, in accordance with Article 22 of Spanish Royal Decree 1310/2005, of November 4 (Real
Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del
Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de
ofertas públicas de venta o suscripción y del folleto exigible a tales efectos) (“Royal Decree 1310/2005”).
Investors should not consider any information in this document to be investment, legal or tax advice. An investor
should consult its own legal counsel, financial advisor, accountant and other advisors for legal, tax, business,
financial and related advice regarding purchasing the Offered Shares. None of the Company, the Selling
Shareholders, the Santander Entities, the BBVA Entities or the Managers or their respective affiliates, makes any
representation or warranty to any offeree or purchaser of the Offered Shares regarding the legality of an investment
in the Offered Shares by such offeree or purchaser under appropriate investment or similar laws.
Each Manager is acting exclusively for the Company and the Selling Shareholders and no-one else in connection
with the Offering and will not be responsible to any other person for providing the protections afforded to its
respective clients or for providing advice in relation to the Offering. Apart from the responsibilities and liabilities,
if any, which may be imposed on any of the Managers under the LMV or the regulatory regime established
thereunder, none of the Managers accepts any responsibility whatsoever for the contents of this document or for
any other statement made or purported to be made by it or any of them or on its or their behalf in connection
with the Company, the Selling Shareholders, the Santander Entities, the BBVA Entities or the Shares. Each of
the Managers accordingly disclaims, to the fullest extent permitted by applicable law, all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in
respect of this document or any such statement.
ii
In connection with the Offering, the Managers and any of their respective affiliates acting as an investor for its
or their own account(s) may purchase Shares and, in that capacity, may retain, purchase, sell, offer to sell or
otherwise deal for its or their own account(s) in such securities, any other securities of the Company or other
related investments in connection with the Offering or otherwise. Accordingly, references in this document to
the Shares being sold, offered or otherwise dealt with should be read as including any offer to, or dealing by, the
Managers or any of their respective affiliates acting as an investor for its or their own account(s). In addition,
certain of the Managers or their affiliates may enter into financing arrangements (including swaps) with
investors in connection with which such Managers or their respective affiliates may from time to time acquire,
hold or dispose of Shares. The Managers do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Neither this document nor the Offering forms part of an offer to sell, or a solicitation of an offer to purchase, any
security other than the Offered Shares. The distribution of this document and the offer and sale of the Offered
Shares may be restricted by law in certain jurisdictions. Any investor must inform themselves about, and
observe any such restrictions. See section “Selling and Transfer Restrictions” elsewhere in this document. Any
investor must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,
offers or sells Offered Shares or possesses or distributes this document and must obtain any consent, approval or
permission required for its subscription for, purchase, offer or sale of Offered Shares under the laws and
regulations in force in any jurisdiction to which such investor is subject or in which such investor makes such
subscriptions, purchases, offers or sales. None of the Company, the Selling Shareholders, the Santander Entities,
the BBVA Entities or the Managers is making an offer to sell any Offered Shares or a solicitation of an offer to
buy any Offered Shares to any person in any jurisdiction except where such an offer or solicitation is permitted
or accepts any legal responsibility for any violation by any person, whether or not an investor, or applicable
restrictions.
THE SHARES HAVE NOT BEEN REGISTERED WITH, OR APPROVED OR DISAPPROVED BY,
THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED ON OR ENDORSED THE
MERITS OF THE OFFERING OR THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
This Prospectus and the Offering are only addressed to and directed at persons in member states of the EEA who are
“qualified investors” (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Directive
(including any relevant implementing measure in each relevant member state of the EEA). In addition, in the United
Kingdom, this Prospectus is only being distributed to and is only directed at Qualified Investors who are (1)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (2) persons falling within Article 49(2)(a)-(d) of the Order (all
such persons together being referred to as “relevant persons”). The Offered Shares are only available to, and any
invitation, offer or agreement to purchase or otherwise acquire such securities will be engaged in only with, (1) in
the United Kingdom, relevant persons and (2) in any member state of the EEA other than the United Kingdom,
Qualified Investors. This Prospectus and its contents should not be acted upon or relied upon (1) in the United
Kingdom, by persons who are not relevant persons or (2) in any member state of the EEA other than the United
Kingdom, by persons who are not Qualified Investors.
Any person making or intending to make any offer within the EEA of the Offered Shares should only do so in
circumstances in which no obligation arises for the Company, the Selling Shareholders, the Santander Entities,
the BBVA Entities or any of the Managers to produce a prospectus for such offer. None of the Company, the
Selling Shareholders, the Santander Entities, the BBVA Entities or the Managers has authorized or authorizes the
making of any offer of the Offered Shares through any financial intermediary, other than offers made by the
Managers which constitute the final placement of the Offered Shares contemplated in this document.
iii
TABLE OF CONTENTS
SUMMARY .................................................................................................................................................................. 1
RISK FACTORS ......................................................................................................................................................... 24
CERTAIN TERMS AND CONVENTIONS ............................................................................................................... 43
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...................................................................... 46
MARKET AND INDUSTRY INFORMATION ......................................................................................................... 48
VALUATION.............................................................................................................................................................. 49
EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFERING STATISTICS ........................................ 52
IMPORTANT INFORMATION ................................................................................................................................. 54
FORWARD-LOOKING STATEMENTS ................................................................................................................... 56
AVAILABLE INFORMATION ................................................................................................................................. 57
BUSINESS .................................................................................................................................................................. 58
INDUSTRY OVERVIEW ......................................................................................................................................... 105
REGULATION ......................................................................................................................................................... 122
REASONS FOR THE OFFERING ........................................................................................................................... 127
USE OF PROCEEDS ................................................................................................................................................ 128
DIVIDEND POLICY ................................................................................................................................................ 129
CAPITALIZATION AND INDEBTEDNESS .......................................................................................................... 130
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ......................................................................... 131
SELECTED FINANCIAL AND OPERATING DATA............................................................................................ 137
OPERATING AND FINANCIAL REVIEW ............................................................................................................ 140
MANAGEMENT AND BOARD OF DIRECTORS ................................................................................................. 174
PRINCIPAL AND SELLING SHAREHOLDERS ................................................................................................... 194
RELATED PARTY TRANSACTIONS .................................................................................................................... 196
DESCRIPTION OF SHARE CAPITAL ................................................................................................................... 197
TAXATION .............................................................................................................................................................. 209
MARKET INFORMATION ..................................................................................................................................... 220
PLAN OF DISTRIBUTION ...................................................................................................................................... 226
SELLING AND TRANSFER RESTRICTIONS....................................................................................................... 234
ENFORCEABILITY OF CIVIL LIABILITIES........................................................................................................ 240
VALIDITY OF THE SHARES ................................................................................................................................. 241
INDEPENDENT AUDITORS .................................................................................................................................. 242
ADDITIONAL INFORMATION.............................................................................................................................. 243
ANNEXES ........................................................................................................................................................... A-1
Annex I – CBRE Valuation Report

Annex II – Savills Valuation Reports
Annex III – Pro Forma Consolidated Financial Information
Annex IV – Spanish Translation of the Summary
Annex V – Equivalence tables
Annex IV — Metrovacesa, S.A. Financial Information
iv
SUMMARY
Summaries are made up of disclosure requirements known as “Elements.” These Elements are numbered in
Sections A—E (A.1—E.7).
This summary contains all the Elements to be included in a summary for this type of securities and company.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
company, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the summary with the notation “not applicable.”
IMPORTANT NOTICE
Potential investors in Shares in the Offering and any future shareholders of the Company are advised to read
the full Prospectus and carefully consider the following matters:
• Limited track record and incurred losses

Although we benefit from the 100-year experience and know-how of our predecessor companies, we
were incorporated as our current company on February 18, 2016. Consequently, our operating history
and financial track record are therefore very limited, so investors, in evaluating our prospects and the
related merits of an investment in the Shares, will have to rely importantly on other information such as
the Portfolio and the Valuation Reports included in the Prospectus. See “Valuation” and Business-
Portfolio”.
In addition, we only have a limited history of generating revenues, and the future revenue potential of our
business is uncertain. In 2016 and the first nine-months of 2017, we incurred consolidated losses of
€20.53 million and €33.86 million, respectively. See “Operating and Financial Review—Balance Sheet
and Results of Operations” and “Business—Portfolio”.
• Projects under development
We are at the early stages of our housing development business. While we estimate that our portfolio
would allow the construction of approximately 37,532 potential units, as at the date of this Prospectus,
we only had 51 ongoing developments, where we expect to build 2,263 units. As a result of the above,
there is only limited financial information that may be helpful in understanding our revenues and
expenses going forward.
• Controlling shareholder
As at the date of this Prospectus, the Santander Entities and the BBVA Entities hold, together, 99.96% of
our issued share capital. On completion of the Offering, the Santander Entities and the BBVA Entities
are expected to own 53.31% and 20.85% of the Company’s ordinary shares (assuming no exercise of the
Over-allotment Option), respectively, or approximately 50.59 % and 19.70% of the Company’s ordinary
shares (assuming the Over-allotment Option is fully exercised), respectively. The Santander Entities and
the BBVA Entities have not expressed any commitment or undertaking to remain a significant
shareholder with representation on the Company’s Board of Directors, other than the customary 180 days
lock-up commitment that has been assumed under the usual terms and subject to certain typical
exceptions for this kind of transactions. Therefore, the Selling Shareholder may freely decide to divest
from the Company at any time after such 180-day period and, in certain exceptional cases, before the
completion of such period.
1
SUMMARY
Section A—Introduction and warnings

A.1 Introduction: This summary should be read as an introduction to this document (this “Prospectus”).
Any decision to invest in the ordinary shares of Metrovacesa, S.A. (the “Shares” and
the “Company,” respectively) should be based on consideration of the Prospectus as a
whole by the investor, including, in particular, the Risk Factors.
Where a claim relating to the information contained in this Prospectus is brought before
a court, the plaintiff investor might, under the national legislation of the member states
of the European Economic Area (the “EEA”), have to bear the costs of translating this
Prospectus before the legal proceedings are initiated.
Under Spanish law, civil liability attaches only to those persons who have tabled the
summary, including any translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts of the Prospectus or if
it does not provide, when read together with other parts of the Prospectus, key
information in order to aid investors when considering whether to invest in such
securities.
A potential update or adjustment in the information or statements contained in this

Prospectus as a result of the occurrence of any of the described risk factors shall not be
considered as a mistake or an inaccuracy thereof or make such information misleading.
A.2 Subsequent Not applicable. The Company is not engaging any financial intermediaries for any resale
resale of of securities or final placement of securities requiring a prospectus after publication of
securities or this document and has not given its consent for any such resale or placement.
final placement
of securities
through
financial
intermediaries:
Section B—Issuer
B.1 Legal and The legal name of the Company is Metrovacesa, S.A. The commercial name of the issuer
commercial is “Metrovacesa.”
name:
B.2 Domicile and The Company is a public limited company (a sociedad anónima or S.A.) incorporated in
legal form: Spain and subject to the laws of Spain. The Company has its registered office at Calle
Quintanavides 13, Parque Vía Norte, 28050, Madrid, Spain. The Company is
incorporated for an unlimited term.
B.3 Key factors We are one of the leading residential developers in Spain. We own the largest land bank
relating to the among Spanish housing developers and plan to reach our run-rate target of 4,500 to 5,000
nature of the units per year by 2021. Our geographic footprint spans 31 provinces in Spain, with a
issuer’s main focus in large primary cities such as Madrid, Barcelona, Malaga, Valencia and
current Seville, among others (approximately 67% in terms of total GAV as at September 30,
operations 2017), and a secondary focus in top tourist destinations and dynamic smaller cities. This
and its allows us to tap into a large demand base de-risking our ramp-up. A smaller portion of
principal our business (27% in terms of total GAV as at September 30, 2017) is focused on the
activities: development and sale of commercial land.
Our corporate domicile and headquarters are in Madrid, and we have offices in
Barcelona, Valencia, Seville and Malaga.
We own the largest land portfolio among Spanish housing developers, comprising an
aggregate area of 6.1 million buildable square meters equivalent to approximately 37,500
units. As of September 30, 2017 this land bank had a GAV of €2.6 billion and GDV of
€11.7 billion on the basis of valuations prepared by CBRE and Savills. We believe that
the size of our land bank portfolio will allow us to capitalize on the recovery of the
2
SUMMARY
Spanish residential development market, benefit from locked-in margins and consolidate
our position as the national leader in the sector. Our residential portfolio represents €1.9
billion in GAV as at September 30, 2017 (or 73% of our total land portfolio). While we
expect that residential developments will continue to be the core component of our
business going forward, our commercial development business offers a unique
opportunity to diversify our portfolio in an attractive segment.
Approximately 74% of our land bank portfolio consists of fully permitted land. The
remaining 26% consists of land under different stages of the land-permitting process. We
expect that 93% of our land bank portfolio in terms of GAV will be fully permitted three
to four years from the date of this Prospectus. Our ownership of assets under different
stages of the land-permitting process and extensive land-management expertise is a
competitive advantage vis-à-vis players in the sector that, as of the date of this
Prospectus, only invest in fully permitted land. Given the strong demand for fully
permitted land in the Spanish market over the past three years, we believe that our current
land portfolio will allow us to efficiently feed our production plan, capture significant
additional value through the transformation process and increase our profitability and
shareholder return profile.
Our development business is currently in a ramp-up phase, with 2,263 active units as of
the date of this Prospectus and a target to reach run-rate by 2021 delivering between
approximately 4,500 and 5,000 units per annum. No land acquisitions will be necessary
to deliver our target annual deliveries for the next eight years (assuming that we do not
make any land sales), which underpins the sustainability of our business model and
allows for high visibility of margins.
Our sizeable land bank provides us with the flexibility to adapt to the cycle via a
differentiated strategy as, depending on market conditions, we may engage in
opportunistic sales of land for residential and commercial use at attractive margins. Our
business strategy contemplates potential selective sales from our land bank portfolio
worth up to approximately €500 million in aggregate, based on GAV as of September 30,
2017, made over the next three to five years. This amount does not take into account
potential land price appreciation, value creation from urbanization capital expenditure or
in some cases the value creation from transformation into fully permitted land. We would
expect these sales to relate to both residential and commercial land, and we would enter
into transactions on an opportunistic basis in order to generate additional profitability as
well as liquidity for our business and/or shareholder returns and distributions.
Based on our operating cost base, we target a gross residential development margin of
approximately 29% and an EBITDA margin of approximately 24% when the residential
platform reaches run-rate.
We benefit from 100 years of know-how and experience from our predecessor companies
who developed some of the most iconic buildings in Spain, including Edificio España and
Torre Madrid, both located in Madrid. Between 2005 and 2008, MVCSA delivered an
average of 2,200 to 2,600 units per year in a much more competitive environment.
We have a central management team and regional teams that are highly experienced in
the housebuilding market (project development and management of land under the land-
permitting process) and have long standing relationships with market players.
Key Strengths
• We operate in a market with attractive dynamics.
• We have the largest liquid land bank in Spain that is already in ramp-up phase.
• We hold a land bank with high visibility of attractive residential development

margins and low execution risk.
3
SUMMARY
• We do not have to acquire any land in the first eight years following the date of
this Prospectus, allowing us to focus fully on execution (assuming we do not
make any land sales).
• Our portfolio has a unique geographical capillarity with a wide presence across
different attractive locations within Spain that allows us to tap into a large
demand base, de-risking our ramp-up phase.
• We have a unique business model with land sales capacity that we believe will
provide a strong cash flow generation and will allow us to adapt to the cycle.
• Significant value creation potential through active management of land under

the land-permitting process.
• We have a strategic portfolio of commercial land that is an additional source of

profitability and total return.
• Well-established platform already in place to ensure a successful execution with

unique experience delivering homes pre-crisis.
• Highly attractive and unique cash generation profile for shareholders.
Strategy
We have developed a strategy that is based around the following pillars and that is
designed to enable us to achieve our targets by leveraging our unique competitive
strengths:
• Consolidate our position as the residential industry leader in Spain.
• Active management of our land bank through exposure to land under the land-
permitting process and the potential for profitable land sales.
• Opportunistic approach to commercial development.
• Continued operational excellence.
• Conservative capital structure and attractive shareholder return and dividend

policy.
Our Organizational Structure
The chart below sets forth our organizational structure as of the date of this Prospectus:
4
SUMMARY
Our Portfolio
As of September 30, 2017, our land bank portfolio was comprised of approximately
37,500 buildable units, with an aggregate GAV of €2.6 billion (€1.9 billion GAV
residential and €684 million GAV commercial) and an aggregate area of buildable sqm of
6.1 million (4.8 million residential and 1.3 million commercial).
We have a unique and diversified land bank portfolio in terms of location, with presence
in 31 of the 50 provinces of Spain. Most of our land bank portfolio is located in the
largest cities of Spain (accounting for approximately 67% of our land bank portfolio as of
September 30, 2017), including Madrid, Barcelona, Malaga, Valencia and Seville. In
addition, we target top tourist destinations (accounting for approximately 20% of our land
bank portfolio as of September 30, 2017), such as the Costa del Sol, Balearic Islands,
Canary Islands and the coast of Cadiz, and selected and dynamic secondary cities
(accounting for approximately 13% of our land bank portfolio as of September 30, 2017
in terms of GAV) where there is low competition and which present a significant upside
potential.
Our three lines of business are (i) residential development, (ii) active land bank
management and land sales, and (iii) commercial development. As of September 30,
2017 our €1.9 billion GAV residential land portfolio consisted of €1.3 billion GAV (186
land plots) of fully permitted land for residential use, of which €217 million are active
development projects as of the date of this Prospectus, and €553 million GAV of land
under land-permitting process for residential use. Our €0.7 billion commercial land
portfolio consisted of €577 million GAV of fully permitted land for commercial use (of
which €114 million is undergoing transformation of use with a target timing to obtain
approval of less than 12 months) and €108 million GAV of land under land-permitting
process for commercial use.
As of September 30, 2017, the net asset value (“NAV”) of the Company stood at €2,692
million, calculated based on the total equity of our Pro Forma Consolidated Financial
Information as of September 30, 2017, unrealized gross capital gains and adjusted by
deferred tax liabilities, other assets and liabilities and the net operating losses not
recognized in the balance sheet times the effective tax rate of 25%. If this is adjusted by
the tax of the unrealized gross capital gains at the effective tax rate of 25% and other
adjustments, our net NAV (“NNAV”), as of September 30, 2017 stood at €2,613 million.
5
SUMMARY
B.4a A description Residential demand considerations

of the most
significant Residential market demand has been recovering since 2013, mainly driven by second
recent trends hand transactions given the lack of attractive new houses. The lack of supply over the last
affecting the years has resulted in a high stock of unattended demand that is looking to be serviced.
issuer and the The percentage of new homes (as part of total home sales) decreased from around 60% in
industries in 2008 to less than 10% in 2016 and 2017.
which it
operates: Transaction volumes (including both new homes and second hand homes) in main cities
like Madrid or Barcelona are still far below their pre-crisis peak (as of June 30, 2017,
around 56% to 66% of the pre-crisis transaction volume), leaving further room for growth
in the coming years.
Residential supply considerations
• Construction of new homes in Spain. The Spanish residential construction

market has bottomed out and appears to be slowly recovering from the
downswing that lasted from 2008 to 2014. The average new-home-starts during
the last seven years was 49,000 homes per year, which compared to the average
over the last 25 years, represents a decrease of 82%.
• According to CBRE, in the short term the levels of new housing constructions
should recover from the low levels experienced between the years 2009 and
2015. As of the second quarter of 2017, the number of homebuilding permits
reached 71,000 units per year, implying a 12% year-on-year increase. The
increase in building permits granted should help and sustain the recovery of
housing supply.
• Overall supply constraints. Following the 2007 financial crisis, the

homebuilding sector contracted dramatically. The overall number of home
transactions decreased from around 900,000 per year before the crisis to below
500,000 per year in 2008 and onwards. This was due to a significant decrease in
domestic demand in response to the recession and oversupply in the years prior
to the crisis.
• From 2014, the total number of transactions started to grow again showing
positive signs of recovery. The gap between 2016 transactions and peak levels
indicates that the Spanish market has a strong growth potential.
• Over the last eight quarters, the gap between new homes sales and existing
homes sales has widened (10% new homes compared to 90% existing homes),
indicating a supply shortage of new dwellings and a decline in the stock of new
homes. With the current number of house starts (LTM to March 31, 2017) 91%
below its historical peak, this supply shortage is not set to be resolved in the near
term.
• Stock absorption. During the financial crisis, Spain accumulated a significant

housing stock, as there was a significant slowing down of economic and
financing activity. According to estimates from the Spanish Ministry of Public
Works and Transport, unsold newly built house stock started to grow in 2005,
and peaked at 650,000 units in 2009. However, since 2009 this stock has
declined and should continue to decline with the current and near-term supply
shortage of new homes. Most importantly, this stock is concentrated in areas of
limited interest and in most cases is severely damaged after failing to sell for
long periods of time (i.e., it does not compete with the new product being
developed).
6
SUMMARY
Residential price considerations
The recent recovery in the number of home transactions, coupled with a supply shortage
of new homes, has led to an increase in house prices. According to the residential index
of the Spanish Ministry of Infrastructure and Transport, from 2014 to the second quarter
of 2017, the price index of home prices increased by 5%, after a 31% decline from the
third quarter of 2007 to 2014. Residential prices are still very far from the last peak
suggesting further potential for price growth.
According to CBRE, with the economic recovery, housing prices should see a steady
increase in the coming years without reaching the pre-crisis levels of 14% year-on-year
growth experienced between 2002 and 2006.
Land market dynamics
Quality land in Spain, in terms of size, price and location, is increasingly hard to find
(including fully permitted land located in sub-markets with good economic fundamentals
and land still under the urban land-permitting process, but not too far from fully
permitted status) and, although the existing available land bank in Spain is significant, it
is mostly located in areas with low demand or with very long periods of pending urban
planning.
The recovery of the home development sector has had a moderate and uneven impact on
land prices. In prime locations where there is strong demand for new homes, land prices
have grown above average. Nevertheless, according to the Spanish Ministry of Public
Works and Transport, land prices are still on the lower side of the cycle.
In most Spanish regions, the land prices are still close to their minimum values between
2004 and June 30, 2017. This should allow for more headroom for land prices to recover
in the future. It should be noted that land is highly levered to house prices due to the fact
that land cost is only a fraction of the total revenue of a development. Thus, house price
increases mainly benefit land prices as construction costs grow with CPI and
development margins tend to contract during the cycle if new land needs to be acquired
by developers (which is not our case; more specifically, the we will benefit from a
surplus of land).
Competition
We operate in a competitive and highly fragmented market. Existing players in the

market can be divided into three groups: (i) new joiners (such as Neinor, Vía Celere,
Aedas and Aelca), which have a limited geographical presence, are mainly focused on
primary cities, are backed by international sources of capital and rely on recurrently
acquiring land in an inflationary land market context; (ii) regional players (such as
Pryconsa, Inmoglaciar, Amenabar, Quabit, Ibosa, Grupo Insur, La Llave de Oro and
Inkosur), which have regional focus and expertise, are “survivors” of the global financial
crisis in Spain and some are still undergoing restructuring processes; and (iii) non-natural
holders of land (such as Sareb, Aliseda, Altamira, Servihabitat, Solvia, BBVA,
CaixaBank, Sabadell and Santander), which do not consider development to be their core
business, are seeking to reduce their exposure and size of real estate assets and are not
considered competitors.
7
SUMMARY
B.5 Group The chart below sets forth an overview of our corporate structure as of the date of this
description: Prospectus.
8
SUMMARY
B.6 Major As of the date of this Prospectus, the Company’s issued share capital amounts to
shareholders: €1,092,069,657.44, divided into a single class of 151,676,341 shares, with a nominal
value of €7.20000001476829 each. Each Share entitles its holder to one vote. All of the
Company’s Shares are fully subscribed and paid up.
The following table sets forth certain information with respect to the beneficial ownership
of the Shares prior to and after the Offering.
Prior to the Offering After the Offering

Number of
Shares Number of
beneficially Shares
owned beneficially
Number of (assuming no owned (assuming
Shares exercise of the exercise of the
beneficially Over-Allotment Over-Allotment
Beneficial Owner owned % Option) % Option in full) %
(2)
Santander Entities .......... 108,371,091 71.45% 80,860,380 53.31% 76,733,774 50.59%
BBVA Entities (3) .............. 43,242,562 28.51% 31,622,838 20.85% 29,879,879 19.70%
Minority shareholders ........ 61,023 0.04% 61,023 0.04% 61,023 0.04%
Treasury shares.................. 1,665 0.00% 1,665 0.00% 1,665 0.00%
Free float ........................... - - 39,130,435 25.80% 45,000,000 29.67%
Total ................................. 151,676,341 100% 151,676,341 100% 151,676,341 100%
____________
(1) As a result of the expected indirect acquisition by The Blackstone Group L.P.
(“Blackstone”) of 51% of part of the non-performing real estate business of Banco
Popular and some of its affiliates, it is expected that, after the Admission, Banco Popular
will sell 5,990,548 shares of the Company (which represent 3.95% of the present share
capital of the Company) to Project Quasar Investments 2017, S.L., a company that will
be owned by Blackstone (51%) and Banco Popular (49%) (“Project Quasar”).
(2) Santander Entities include Banco Santander, S.A., Altamira Santander Real Estate, S.A.,
Luri 6, S.A., Banco Popular Español, S.A., Aliseda, S.A.U. and Inversiones
Inmobiliarias Canvives, S.A.
(3) BBVA Entities include Banco Bilbao Vizcaya Argentaria, S.A., Anida Operaciones
Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A., Arrels CT Patrimoni i
Projectes, S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona
Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat,
Gestio de Sol, S.L. and Prov-Infi-Arrahona, S.L.
9
SUMMARY
CONSOLIDATED INCOME STATEMENT For the nine-month
B.7 Historical key period ended For the year ended
financial September 30, December 31,
information: 2017 2016(1) 2016 2015(2)
(in thousands of euros)
Sales ............................................................................................. 18,887 11,220 21,020 36,038
Cost of Sales ................................................................................. (14,621) (8,836) (16,412) (27,444)
Employee benefits expense ........................................................... (4,425) (2,087) (3,366) (2,788)
External services ........................................................................... (3,549) (2,380) (3,676) (5,604)
Change in trade provisions ............................................................ (68,364) (6,509) (25,635) (27,701)
Changes in value of investment property ...................................... (1,461) 8,895 8,355 9,008
Other gains and losses................................................................... - 85 83 (1)
Profit/ (loss) from operations ............................................... (73,533) 388 (19,631) (18,492)

Financial income ........................................................................... 38 141 170 160,570
Financial cost ................................................................................ (4,164) (22) (119) (19,169)
Capitalized finance cost ................................................................ 78 - 103 77
Impairment and gains/(losses) on disposal
of financial instruments............................................................ 196 - - (61,604)
Results of companies accounted using the equity method ............. 236 (212) (211) (425)
Financial income/(expense) ........................................................ (3,616) (93) (57) 79,449
Profit/(loss) before income tax ................................................... (77,149) 295 (19,688) 60,957
Income tax .................................................................................... 43,293 (55) (846) 3,186
Profit/(loss) for the period/year .................................................. (33,856) 240 (20,534) 64,143
_________
(1) Unaudited financial information.
(2) Unaudited financial information related to the real estate development business of MVCSA as of and for the year ended
December 31, 2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual Financial Statements
for additional information.
10
SUMMARY
CONSOLIDATED BALANCE SHEET As of
September 30, As of December 31,
2017 2016 2015(1)
ASSETS
Non-current assets
Property, plant, equipment and intangible assets .................................................. 282 1 -
Investment property ............................................................................................. 305,725 109,600 224,540
Investment in associates ....................................................................................... - 117 319
Non-current financial assets ................................................................................. 76,881 63,533 63,511
Deferred tax assets ............................................................................................... 89,059 39,189 39,839
Total non-current assets .................................................................................. 471,947 212,440 328,209
Current assets
Inventories ......................................................................................................... 1,629,760 814,182 704,494
Trade and other receivables ............................................................................... 186,461 22,608 13,071
Other current financial assets ............................................................................. 1,343 1,038 23,962
Cash and cash equivalents .................................................................................. 32,631 32,464 12,197
Total current assets .......................................................................................... 1,850,195 870,292 753,724
Total assets ....................................................................................................... 2,322,142 1,082,732 1,081,933
EQUITY
Total equity attributable to the shareholders of the Company
Share capital ...................................................................................................... 956,279 492,045 492,045
Share premium ................................................................................................... 1,174,251 541,077 541,077
Reserves at companies accounted for using the equity method .......................... (3,275) (3,172) (2,747)
Consolidated profit/(loss) for the period/year ..................................................... (64,528) (30,775) (10,957)
Total equity ...................................................................................................... 2,062,727 999,175 1,019,418
LIABILITIES
Non-current liabilities
Provisions .......................................................................................................... 19,221 30,423 25,474
Financial debt .................................................................................................... 4,997 352 389
Other non-current liabilities ............................................................................... 3,427 5,429 4,783
Deferred tax liabilities........................................................................................ 5,176 987 987
Total non-current liabilities............................................................................. 32,821 37,191 31,633
Current liabilities
Provisions .......................................................................................................... 12,338 12,909 12,813
Financial debt .................................................................................................... 171,687 2 70
Trade and other payables ................................................................................... 31,422 24,697 9,238
Current income tax payable ............................................................................... 2,389 - 3
Deferred income ................................................................................................ 8,758 8,758 8,758
Total current liabilities .................................................................................... 226,594 46,366 30,882
Total liabilities.................................................................................................. 259,415 83,557 62,515
Total equity and liabilities ............................................................................... 2,322,142 1,082,732 1,081,933
__________
December 31, 2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual Financial Statements for
additional information.
CONSOLIDATED STATEMENT OF CASH FLOW For the nine-month period

ended For the year ended
September 30, December 31,
(1)
2017 2016 2016 2015(2)
Net cash generated from (used in) operating activities .................. (173,899) 19,359 20,913 (62,225)
Net cash generated from (used in) investment activities ............... (529) (101) (541) (732)
Net cash generated from (used in) financing activities .................. 174,595 102 (105) -
Net increase/(decrease) in cash and cash equivalents .................... 167 19,360 20,267 (62,957)
__________
December 31, 2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual Financial Statements
for additional information.
11
SUMMARY
B.8 Selected key The pro forma consolidated financial information has been prepared to illustrate, on a pro
pro forma forma basis, the potential impact on the consolidated balance sheet as of September 30,
financial 2017 and the consolidated income statement for the nine-month period ended September
information: 30, 2017 of the Transaction (i.e., the contribution to the Company of Metrovacesa
Arrendamiento through two in-kind capital increases, the second of which was carried
out on January 8, 2018), as if the Transaction had taken place on January 1, 2017 for the
purpose of the pro forma consolidated income statement and on September 30, 2017 for
the purpose of the pro forma consolidated balance sheet.
The details of the pro forma consolidated balance sheet at September 30, 2017 and the
pro forma consolidated income statement for the nine-month period ended September 30,
2017 are shown as follows:
Pro Forma Consolidated Balance Sheet as of September 30, 2017
Metrovacesa Intercompany Reclassification Pro forma

Company Arrendamiento Eliminations of land consolidated
Assets
Intangible assets ....................... 135 - - - 135
Property, plant and
equipment ................................ 147 - - - 147
Investment properties ............... 305,725 323,878 - (255,291) 374,312
Receivables .............................. 76,881 1,271 - - 78,152
Deferred tax assets ................... 89,059 10,263 - - 99,322
Total non-current assets ........ 471,947 335,412 - (255,291) 552,068

Inventories ............................... 1,629,760 73 - 255,291 1,885,124
Trade and other receivables ......
186,461 31 (71) - 186,421
Other current financial assets ... 1,343 138 - - 1,481
Cash and cash equivalents ........

32,631 12,399 - - 45,030
Total current assets ................ 1,850,195 12,641 (71) 255,291 2,118,056
Total Assets ............................. 2,322,142 348,053 (71) - 2,670,124
12
SUMMARY
Share
Metrovacesa Capital Intercompany Reclassification Pro Forma
Company Arrendamiento Increase Eliminations of land consolidated

Equity
(171,738
Share capital ................
956,279 307,528 ) - - 1,092,069
Share Premium ............ 1,174,251 14,560 185,139 - - 1,373,950
Retained earnings ........ (64,528) 15,091 (15,091) - 4,042 (60,486)
Reserves at
companies
accounted for using
the equity method ........ (3,275) (1,579) 1,579 - (3,275)
Total equity
attributable to the
shareholders of the
Parent Company ........ 2,062,727 335,600 (111) - 4,042 2,402,258
Non-controlling
interests ...................... - - 111 - 1 112
Total equity ................ 2,062,727 335,600 - - 4,043 2,402,370
Liabilities
Provisions .................... 19,221 351 - - - 19,572
Borrowings .................. 4,997 - - - - 4,997
Trade and other
payables ..................... 3,427 1,522 - - - 4,949
Deferred tax
liabilities...................... 5,176 4,043 - - (4,043) 5,176
Total non-current
liabilities ..................... 32,821 5,916 - - (4,043) 34,694
Provisions .................... 12,338 135 - - - 12,473
Borrowings .................. 171,687 - - - - 171,687
Trade and other
payables ...................... 31,422 6,402 - (71) - 37,753
Current tax liabilities ... 2,389 - - - - 2,389
Deferred income .......... 8,758 - - - - 8,758
Total current
liabilities ..................... 226,594 6,537 - (71) - 233,060
Total liabilities ........... 259,415 12,453 - (71) (4,043) 267,754

Total equity and
liabilities ..................... 2,322,142 348,053 - (71) - 2,670,124
Pro Forma Consolidated Income Statement for the nine-month period ended
September 30, 2017
Metrovacesa Intercompany Reclassification Pro Forma
Company Arrendamiento Eliminations of land Consolidated
Sales ............................................. 18,887 1,549 (2,069) 2,084 20,451
Cost of Sales................................. (14,621) (1,453) 1,275 (2,084) (16,883)
Employee benefit expenses ........... (4,425) (119) - - (4,544)
External Services .......................... (3,549) (856) 785 - (3,620)
Changes in trade provisions .......... (68,364) 8,163 - (4,815) (65,016)
Changes in value of investment
property ........................................ (1,461) 11,800 - (10,481) (142)
Profit from operations ................ (73,533) 19,084 (9) (15,296) (69,754)
Financial income .......................... 38 - - - 38
Financial cost ............................... (4,164) - - - (4,164)
Capitalized finance cost ................ 78 - - - 78
Impairment and results on
disposal of financial
instruments ................................... 196 - - - 196
Results of companies accounted
using the equity method ................ 236 - - - 236
Financial income/(expense) ........ (3,616) - - - (3,616)
Profit/(loss) before income tax ... (77,149) 19,084 (9) (15,296) (73,370)
Income tax .................................... 43,293 6,765 2 3,824 53,884
Profit/(loss) for the period .......... (33,856) 25,849 (7) (11,472) (19,486)
Profit/(loss) attributable to
the shareholders of the
company ...................................... - - - - (19,491)
Profit/(loss) attributable to
non-controlling interests ............ - - - - 5
13
SUMMARY
B.9 Profit Not applicable. This Prospectus does not contain profit forecasts or estimates.
forecast:
B.10 A description The audit reports corresponding to the Company’s audited consolidated financial
of the nature statements and related notes thereto (i) as of and for the nine-month period ended
of any September 30, 2017 and (ii) as of and for the year ended December 31, 2016, which have
qualifications been issued by PricewaterhouseCoopers Auditores, S.L., are unqualified.
in the audit
report on the
historical
financial
information:
B.11 Qualified In the opinion of the Company, the working capital available to the Company is sufficient
working for the Company’s present requirements and, in particular, is sufficient for at least the
capital: next twelve months from the date of this Prospectus.
Section C—Securities
C.1 Type and The Shares have the ISIN code ES0105122024 allocated by the Spanish National
class of Agency for the Codification of Securities (Agencia Nacional de Codificación de Valores
security: Mobiliarios), an entity dependent upon the National Securities Market Commission
(Comisión Nacional del Mercado de Valores) (the “CNMV”). It is expected that the
Shares will be traded on the Madrid, Barcelona, Bilbao and Valencia stock exchanges
(the “Spanish Stock Exchanges”) and quoted on the Automated Quotation System
(Sistema de Interconexión Bursátil Español or Mercado Continuo) (the “AQS”) under
the ticker symbol “MVC.”
C.2 Currency of The Shares are denominated in euros.

the
securities
issue:
C.3 The number As of the date of this Prospectus, the Company’s issued share capital amounts to
of shares €1,092,069,657.44, divided into a single class of 151,676,341 shares, with a nominal
issued: value of €7.20000001476829 each. Each Share entitles its holder to one vote. All of the
Company’s Shares are fully subscribed and paid up.
C.4 A The Shares grant their owners the rights set forth in the Company’s bylaws and in the
description Real Decreto Legislativo 1/2010, de 2 de julio, que aprueba el Texto Refundido de la
of the rights Ley de Sociedades de Capital, such as, among others, (i) the right to attend general
attached to shareholders’ meetings of the Company with the right to speak and vote, (ii) the right to
the dividends proportional to their paid-up shareholding in the Company, (iii) the pre-
securities: emptive right to subscribe for newly issued Shares in capital increases with cash
contributions, and (iv) the right to any remaining assets in proportion to their respective
shareholdings upon liquidation of the Company.
C.5 Restrictions There are no restrictions on the free transferability of the Company’s Shares.
on the free
transferabilit
y of the
securities:
C.6 Admission: Application will be made for the entire issued share capital of the Company to be
admitted to trading on the Spanish Stock Exchanges and quoted on the AQS. No
application has been made or is currently intended to be made for the Company’s Shares
to be admitted to listing or trading on any other exchange.
14
SUMMARY
C.7 Dividend Holders of Shares will be entitled to receive future dividends which are declared on the
policy: basis set out in our bylaws. In any event, our ability to pay dividends in the future will
also depend on the performance and prospects of our business, our capital structure and
financing needs, general and capital markets conditions, and other factors that our Board
of Directors and shareholders may deem relevant at the time, as well as the applicable
legal restrictions.
Our expectations in relation to dividends, distributable reserves, business performance

and market conditions are subject to numerous assumptions, risks and uncertainties,
which may be beyond our control.
In the near term, we intend to devote our general cash flows to continue growing our
business. During the medium term (three to six years from the date of this Prospectus),
we expect to generate a strong cash flow as a result of several factors. Consequently, we
expect to adopt a dividend policy consistent with the nature of our business with a
payout target of at least 80% of our free cash flow. We expect to begin distributing
dividends to shareholders by 2020. In the longer term, we will review our dividend
policy as our business evolves and our dividend profile will be defined depending on the
business cycle and in line with our peers.
However, under the terms of the Facility Agreement, the Company is subject to certain
restriction on payments and distributions before 2019.
15
Section D—Risks
D.1 Key Investing in the Shares involves a degree of risk. You should carefully consider the risks
information and uncertainties described below, together with the other information contained in this
on the key Prospectus, before making any investment decision. Any of the following risks and
risks that are uncertainties could have a material adverse effect on the Company’s business, results of
specific to operations, financial condition or prospects. The market price of the Shares could
the issuer or decline due to any of these risks and uncertainties and you could lose all or a part of
its industry: your investment.
The information contained in this Prospectus must be considered taking into account the
risks listed below and described under the Risk Factors section beginning on page
24which forms an essential and integral part thereof.
Prior to investing in the ordinary shares, prospective investors should consider the risks
associated therewith. Any of the following risks and uncertainties could have a material
adverse effect on the Company’s business, results of operations, financial condition,
cash flows and prospects. In addition, the sequence or extension in which the risk
factors are presented below is not indicative of their likelihood of occurrence or the
scope of the potential consequences on the Company’s business, financial condition or
results of operations. The market price of the Shares could decline due to any of these
risks and uncertainties, and you could lose all or part of your investment.
Risks Relating to General Political and Economic Conditions
• Since all of our operations and assets are located in Spain, adverse developments in
general political and economic conditions in Spain, the EU or globally could have a
material adverse effect on our business, results of operations, financial condition or
prospects.
• Recent and ongoing political events in Spain may have a negative effect on Spanish
economic conditions and financial markets.
• Recent and ongoing events relating to the secession movement in Catalonia could
affect the Spanish residential real estate market and could have a material adverse
effect on our business.
Risks Relating to Our Business
• We may not be able to successfully implement our business strategy, and we may
not be able to meet our expected growth and returns.
• We are exposed to risks associated with the land-permitting processes, and our
business may be adversely affected if we fail to obtain, or if there are any material
delays in obtaining, required Permits for the development and construction of our
projects or if the approved planning regulations and/or Permits are subsequently
challenged.
• Significant unanticipated costs might arise in relation to the execution of our

projects.
• We may be unable to develop and sell our projects successfully or within the
expected time frames.
• We have limited operating and financial data and incurred losses.
• We depend upon our senior management team and on the expertise of our key
personnel and may be unable to attract and retain a highly skilled and experienced
workforce.
16
SUMMARY
• Real estate appraisals with respect to our developments and land plots included in
this Prospectus may not reflect the current market values of our assets, because
determining such values is an inherently subjective process. In addition, an
appraisal may not be directly comparable to those given in respect of similar
property portfolios held by other real estate developers in the Spanish market as a
result of differing assumptions and methodologies.
• We may not have identified all risks and liabilities associated with the assets
recently contributed by the Santander Entities and the BBVA Entities.
• We are exposed to risks associated with our indebtedness.
• Land plots and real estate properties can be illiquid assets and can therefore be
difficult to sell.
• If we cannot obtain sufficient capital on acceptable terms, we may be unable to

develop our land bank portfolio or may experience increased costs and delays in the
completion of our development projects.
• We may achieve lower revenue in our development projects than originally

estimated or projected.
• Our business depends upon the availability, skills and performance of contractors,
subcontractors and other service providers and suppliers.
• Our pre-sales may not materialize on the terms agreed to at the time the contract is
signed, if at all.
• Our operating performance is subject to risks associated with the real estate and
residential development industry generally.
• The Spanish residential market could become increasingly competitive.
• There is a large stock of unsold houses in Spain which may exert downward
pressure on new house prices.
• Our commercial real estate portfolio is subject to inherent risks.
• Taxes have an important impact on our business, and a change in national, regional
or local tax regulations may have a material impact on demand for residential
property.
• Inflation may adversely affect us by increasing costs beyond what we can recover
through price increases.
• A future decline in land values could result in significant write-downs.
• We are subject to complex and substantial regulations of which the application,

interpretation or enforcement are subject to change.
• The construction of new developments involves HSE risks.
• Demand for our homes depends on customer preferences for types of

accommodation or locations of property and perceptions as to the attractiveness or
quality of our products.
17
SUMMARY
• Constraints on the availability of mortgage lending and/or interest rate increases

may adversely affect our sales.
• Any negative impact on the reputation of and value associated with our brand could
adversely affect our reputation, as well as our business, financial results and stock
price.
• We may suffer uninsured losses or suffer material losses in excess of insurance

proceeds.
• We are exposed to liability claims from third parties.
• We are dependent on information technology systems, which may fail, be

inadequate to the tasks at hand or be subject to cyber-attack.
• If we fail to maintain an effective system of internal controls, we may not be able to

accurately determine our financial results or prevent fraud. As a result, our
shareholders could lose confidence in our financial results, which could materially
and adversely affect us.
• Natural disasters and severe weather conditions could delay delivery and increase
costs of new homes in affected areas.
• Changes in demographic patterns may adversely affect demand for our homes.
D.3 Key Prior to investing in the Shares, prospective investors should consider the risks
information associated therewith.
on the key
risks that are Risks relating to the Offering and the Shares
specific to
the • There can be no assurance that we will be able to pay dividends in the future.
securities:
• After the Offering, the Santander Entities and the BBVA Entities will continue to be
able to exercise significant influence over us, our management and our operations.
• The Selling Shareholder may freely decide to divest from the Company at any time
after the 180 days lock-up commitment which is usual in this kind of transactions.
• There is no public market for the Shares, and we cannot assure you that an active
trading market for the Shares will develop.
• We cannot assure you that the Offering Price will match the future price of the
Shares following the Offering.
• Future issuances or sales of Shares after the Offering could negatively affect the
market price of the Offered Shares.
• The market price of the Shares could be volatile and subject to sudden and
significant declines outside of our control.
• Overseas shareholders may have only limited ability to bring actions or enforce
judgments against the Company or its directors.
• If the Company was determined to be a passive foreign investment company, the
18
SUMMARY
determination would result in certain potentially adverse U.S. federal income tax
consequences to U.S. holders of Shares.
• The Offering will be automatically revoked if the Shares are not admitted to listing
on the Spanish Stock Exchanges.
• Shareholders in countries with currencies other than the euro will be exposed to
exchange rate risks.
• Shareholders in certain jurisdictions other than Spain may not be able to exercise
their preferential subscription rights to acquire further Shares when new Shares are
issued.
• The Offered Shares will not be freely transferable in the United States.
Section E—Offer
E.1 The total net The “BBVA Entities” (Banco Bilbao Vizcaya Argentaria, S.A., Anida Operaciones
proceeds Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A., Arrels CT Patrimoni i
and an Projectes, S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona
estimate of Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat,
the total Gestio de Sol, S.L. and Prov-Infi-Arrahona, S.L.) and the “Santander Entities” (Banco
expenses of Santander, S.A., Altamira Santander Real Estate, S.A., Luri 6, S.A., Banco Popular
the issue: Español, S.A., Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A.) (the
Santander Entities, excluding Banco Santander, S.A., Banco Popular Español, S.A.,
Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A., and the BBVA Entities,
excluding Banco Bilbao Vizcaya Argentaria, S.A., together, the “Selling
Shareholders”) are selling the Offered Shares in the Offering. We will not receive any
proceeds for the sale of the Offered Shares by the Selling Shareholders in the Offering.
Subject to the following paragraph, the fees and expenses that will be payable by the
Company in connection with the Offering are expected to be approximately €3.6
million.
The Selling Shareholders expect to raise gross proceeds of up to €763.04 million

(assuming that the Offer Price is the high-point of the Offer Price Range and no Over-
allotment Option is exercised) and up to €877.50 million (a assuming that the Offer
Price is the high-point of the Offer Price Range and the Over-allotment Option is fully
exercised) from the sale of the Offered Shares in the Offering. The Selling Shareholders
will bear any commissions payable in respect of the placement of such Shares and their
underwriting.
E.2 Reasons for The Offering will provide an opportunity for the Selling Shareholders to monetize their
the issue, investment in the Company.
use of
proceeds: The Offering is also expected to widen our shareholder base, introducing institutional
long-term investors and a diversified base of international shareholders, thus improving
our access to public capital markets (including for debt instruments) that could make it
easier for us to obtain financing to be used for our future growth.
Finally, the Offering is expected to provide us with better brand recognition, increasing
our overall corporate profile and enhancing our transparency and prestige as a result of
us becoming a listed company.
We will not receive any proceeds from the sale of the Offered Shares in the Offering.
E.3 A The Selling Shareholders are offering up to 39,130,435 ordinary Shares (the “Initial
description Offered Shares”), with a nominal value of €7.20000001476829 each, of the Company
of the terms to qualified investors. The Initial Offered Shares constitute 25.80% of the existing
and
19
SUMMARY
conditions outstanding share capital of the Company.

of the issue:
Specifically, Altamira Santander Real Estate, S.A. is offering up to 13,973,984 ordinary
Shares, Luri 6, S.A. is offering up to 13,536,727 ordinary Shares, Anida Operaciones
Singulares, S.A. is offering up to 1,735,693 ordinary shares, BBVA Propiedad, S.A. is
offering up to 3,844,162 ordinary shares, Arrels CT Finsol, S.A. is offering up to
891,714 ordinary shares, Arrels CT Patrimoni i Projectes, S.A. is offering up to 302,112
ordinary shares, Anida Desarrollos Inmobiliarios, S.L. is offering up to 3,404,290
ordinary shares, L Eix Immobles, S.L. is offering up to 360,161 ordinary shares,
Arrahona Nexus, S.L. is offering up to 445,524 ordinary shares, Unnim Sociedad para la
Gestión de Activos Inmobiliarios, S.A. is offering up to 366,624 ordinary shares,
Gescat, Gestio de Sol, S.L. is offering up to 154,522 ordinary shares and Prov-Infi-
Arrahona, S.L. is offering up to 114,922 ordinary shares.
In addition, Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares,
S.A. will grant Morgan Stanley & Co. International plc an option to purchase up to
4,126,606 and 1,742,959 additional Shares, respectively (representing, in aggregate,
15% of the Initial Offered Shares) (the “Additional Shares” and, together with the
Initial Offered Shares, the “Offered Shares”) to cover over-allotments in the Offering,
if any, and short positions resulting from stabilization transactions (the “Over-
Allotment Option”).
The indicative non-binding offering price range is €18.00 to €19.50 per Share offered
hereby (the “Offering Price Range”), but the offering price of the Offered Shares (the
“Offering Price”) may be outside this range. The Offering Price Range has been
determined based on negotiations between the Selling Shareholders and the Joint
Global Coordinators and no independent experts have been consulted in determining
the Offering Price Range. The Offering Price Range implies an aggregate Offering
Price of between approximately €704.35 million and €763.04 million, if the Over-
Allotment Option is not exercised, and of between €810.00 million and €877.50
million, if the Over-Allotment Option is fully exercised, and a market capitalization of
the Company totaling approximately between €2,730 million and €2,957 million,
approximately.
The Offering Price will be determined upon the finalization of the book-building
period (expected to be on or about February 1, 2018) and it will be announced by the
Company through a relevant fact (hecho relevante) reported to the CNMV no later than
03:00 a.m. of the following day (Madrid time) (unless the Selling Shareholders and the
Joint Global Coordinators agree otherwise) on the date the Offering Price is set (which
is expected to be occur on or about February 1, 2018) (or any prior date or subsequent
date if it is previously reported to the CNMV).
The Offered Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “Securities Act”), or with any securities
authority of any state of the United States, and may not be offered, sold, pledged or
otherwise transferred within the United States or to any U.S. person, except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act, and in compliance with any applicable state or local securities laws.
The Offered Shares are being offered: (i) in the United States, only to persons
reasonably believed to be qualified institutional investors as defined in and in reliance
on Rule 144A of the Securities Act and (ii) outside the United States, only in offshore
transactions as defined in, and in reliance upon, Regulation S of the Securities Act and
in this case, only to investors who, if resident in a member state of the EEA, are
qualified investors within the meaning of Article 2(1)(e) of Directive 2003/71/EC of
the European Parliament and of the Council of the European Union.
Upon finalization of the book-building period and setting of the Offering Price, the
Company, the Selling Shareholders and the Managers expect to enter into an
underwriting agreement (the “Underwriting Agreement”) with respect to the Initial
Offered Shares and the Additional Shares. Subject to the satisfaction of certain
20
SUMMARY
conditions set out in the Underwriting Agreement and the Underwriting Agreement not
having terminated in accordance with its terms, each Manager below will agree,
severally but not jointly, to purchase the Initial Offered Shares (therefore excluding the
Additional Shares) set forth opposite its name in the following table:
Percentage
Number of of total
Initial Offered underwriting
Manager Shares(1) commitment
Deutsche Bank AG, London Branch ........................... 10,437,654 26.67%
Morgan Stanley & Co. International plc ..................... 10,437,654 26.67%
Banco Bilbao Vizcaya Argentaria, S.A. ...................... 6,253,043 15.98%
Banco Santander, S.A. ............................................... 6,253,043 15.98%
Goldman Sachs International ...................................... 2,300,869 5.88%
Société Générale .......................................................... 2,301,652 5.88%
CaixaBank, S.A. .......................................................... 536,086 1.37%
Norbolsa S.V., S.A. ..................................................... 305,217 0.78%
Fidentiis Equities S.V., S.A. ....................................... 305,217 0.78%
Total ........................................................................... 39,130,435 100.00%
__________
(1) The amounts in this column refer to the number of Initial Offered Shares only; the Additional Shares, if any, would be
distributed among the Managers following the same percentages.
The closing date of the Offering or the “Transaction Date” (fecha de operación
bursátil) is expected to be on or about February 2, 2018. The Company will publish the
Offering Price through a relevant fact (hecho relevante). Under Spanish law, on the
Transaction Date investors become unconditionally bound to pay for, and entitled to
receive, the Initial Offered Shares purchased in the Offering.
Payment by the final investors for the Initial Offered Shares will be made no later than
the second business day after the Transaction Date against delivery through the facilities
of Iberclear of the Initial Offered Shares to final investors, which is expected to take
place on or about February 6, 2018. The Shares are expected to be listed on the Spanish
Stock Exchanges and quoted on the AQS on or about February 5, 2018, under the ticker
symbol “MVC.”
In case of withdrawal or revocation of the Offering, all offers to purchase Shares shall
be cancelled and all purchase orders related to the Offering shall be terminated.
Additionally, the Selling Shareholders will have no obligation to deliver the Offered
Shares and the investors shall have no obligation to purchase the Offered Shares. If any
advance payments have been made by any investor to the Managers, the relevant
Managers will refund such amounts free of any charges, commission or expenses on the
business day after the announcement of the revocation of the Offering.
In the event that the Offered Shares have already been delivered by the Selling
Shareholders and the Offering Price has been paid by the investors on the business day
after the announcement of the revocation of the Offering, the investors would be
required to return title to the Offered Shares and the Selling Shareholders will
repurchase the Offered Shares to the purchasers for the amount paid by them in the
Offering, together with interest calculated at the statutory rate (as of the date of this
Prospectus, set at 3% per annum) from the date on which the purchasers paid for the
Offered Shares until the date on which the Selling Shareholders repay the Offering
Price.
E.4 A Each of the Managers is a full service financial institution engaged in various activities,
description which may include the provision of investment banking, commercial banking and
of any financial advisory services. The Managers and their respective affiliates may have
interest that engaged or performed from time to time in the past, and may from time to time in the
is material future, engage in or perform ordinary course of business transactions or services,
to the including investment banking and/or commercial banking transactions with the
21
SUMMARY
issue/offer Company, the Santander Entities, the BBVA Entities and their respective affiliates for
including which they have received or will receive customary fees and reimbursement of
conflicting expenses. In the ordinary course of their various business activities, the Managers and
interests: their respective affiliates may hold a broad array of investments and actively trade debt
and equity securities (or related derivative securities) and financial instruments (which
may include bank loans and/or credit default swaps) in the Company, the Santander
Entities, the BBVA Entities and their respective affiliates for their own account and for
the accounts of their customers and may at any time hold long and short positions in
such securities and instruments.
In addition, certain of the Managers or their affiliates are, or may in the future be,
lenders, and in some cases agents or managers for the lenders, under certain of the credit
facilities and other credit arrangements of the Company, the Santander Entities, the
BBVA Entities or their respective affiliates. In their capacity as lenders, such lenders
may, in the future, seek a reduction of a loan commitment to the Company, the
Santander Entities, the BBVA Entities or their respective affiliates, or impose
incremental pricing or collateral requirements with respect to such facilities or credit
arrangements, in the ordinary course of business. In addition, certain of the Managers or
their affiliates that have a lending relationship with the Company and/or the Santander
Entities and the BBVA Entities may routinely hedge their credit exposure to the
Company and/or the Santander Entities and the BBVA Entities consistent with their
customary risk-management policies; a typical hedging strategy would include these
Managers or their affiliates hedging such exposure by entering into transactions that
consist of either the purchase of credit default swaps or the creation of short positions in
the Company’s and/or the Santander Entities and the BBVA Entities securities.
22
SUMMARY
E.5 Name of the The Selling Shareholders are offering the Initial Offered Shares.
person or
entity The Company will agree in the Underwriting Agreement that without the prior written
offering to consent of the Joint Global Coordinators on behalf of the Managers, it will not, from the
sell the date of execution of the Underwriting Agreement through 180 days after Admission,
securities without the prior consent of the Joint Global Coordinators, and subject to certain
and details exceptions, (i) directly or indirectly, issue, offer, pledge, sell, announce an intention to
of any lock- or contract to sell, sell any option, warrant or contract to subscribe or purchase,
up exercise any option to subscribe, sell, purchase any option or contract to sell, grant any
agreements: option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of,
directly or indirectly, any Shares, any other equity securities of the Company or any
financial instruments convertible into or giving the right to subscribe for Shares or any
other equity securities of the Company or file any prospectus under the Prospectus
Directive and the prospectus rules thereunder or any similar document with any other
securities regulator, stock exchange or listing authority with respect to any of the
foregoing; (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, any of the economic consequences
of ownership of the Shares or any other equity securities of the Company, whether any
such swap or transaction described in sub-section (i) or (ii) above is to be settled by
delivery of Shares or any securities, in cash or otherwise; or (iii) publicly announce
such intention to effect any such transaction. The foregoing restrictions shall not apply
to any Shares issued, sold or transferred or options granted to purchase Shares pursuant
to the MIP or the LTIP of the Company, as disclosed in the Prospectus.
The Santander Entities and the BBVA Entities will agree in the Underwriting Agreement
to similar restrictions regarding the Shares for a period starting on the date of execution
of the Underwriting Agreement and through 180 days after Admission, subject to
certain exceptions. The foregoing restrictions shall not apply to (i) transfers of Shares
among affiliated companies (within the meaning of article 5 of the LMV), provided that
the transferee of such Shares agrees to comply with the lock-up restrictions; (ii) any
transfer over or options granted to purchase shares of the Company pursuant to the
Management Incentive Plan (MIP) or the Long Term Incentive Plan (LTIP) of the
Company; (iii) the transfer at any time of 5,990,548 shares of the Company by certain
Santander Entities to Blackstone or entities or vehicles participated by Blackstone in the
context of the denominated “Project Quasar” (the “Quasar Shares”), and (iv) after the
end of the Stabilization Period, any subsequent transfer of the Quasar Shares.
Finally, the directors, members of the senior management and certain key employees
who are beneficiaries of the LTIP are also subject to certain lock-up undertakings in
connection with the Company’s Shares they may receive under the same. However, The
payment of the Shares awarded under the LTIP to the senior management and key
employees will be due in 2021.
E.6 Dilution: Not applicable
E.7 Estimated Purchasers of Shares may be required to pay stamp taxes and other charges in
expenses compliance with the laws and practices of the country of purchase in addition to the
charged to Offering Price. In addition, purchasers will have to bear the commissions payable to the
the investor financial intermediaries through which they will hold the Shares.
by the
issuer:
23
RISK FACTORS
An investment in the Shares involves a high degree of risk. You should carefully consider the following risk
factors and the other information contained in this Prospectus before making an investment decision. The risks
described below are not the only ones we face. Additional risks not presently known to us or that we currently
believe not to be material may also adversely affect our business. If any of the following risks actually occur,
our business, financial condition and results of operations could be materially adversely affected. The trading
price of the Shares could decline due to any of these risks, and, as a result, you may lose all or part of your
investment. This Prospectus also contains forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those anticipated in such forward-looking statements as a result of
certain factors, including the risks faced by us, described below and elsewhere in this Prospectus (see
“Important Information” and “Forward-looking Statements” in particular). You should carefully review the
entire Prospectus and should reach your own views and decisions on the merits and risks of investing in the
Shares. Furthermore, you should consult your financial, legal and tax advisors to carefully review the risks
associated with an investment in the Shares.
IMPORTANT NOTICE
Potential investors in Shares in the Offering and any future shareholders of the Company are advised to read
the full Prospectus and carefully consider the following matters:
• Limited track record and incurred losses

Although we benefit from the 100-year experience and know-how of our predecessor companies, we
were incorporated as our current company on February 18, 2016. Consequently, our operating history
and financial track record are therefore very limited, so investors, in evaluating our prospects and the
related merits of an investment in the Shares, will have to rely importantly on other information such as
the Portfolio and the Valuation Reports included in the Prospectus. See “Valuation” and Business-
Portfolio”.
business is uncertain. In 2016 and the first nine-months of 2017, we incurred consolidated losses of
€20.53 million and €33.86 million, respectively. See “Operating and Financial Review—Balance Sheet
and Results of Operations” and “Business—Portfolio”.
• Projects under development
We are at the early stages of our housing development business. While we estimate that our portfolio
would allow the construction of approximately 37,532 potential units, as at the date of this Prospectus,
we only had 51 ongoing developments, where we expect to build 2,263 units. As a result of the above,
there is only limited financial information that may be helpful in understanding our revenues and
expenses going forward.
• Controlling shareholder
As at the date of this Prospectus, the Santander Entities and the BBVA Entities hold, together, 99.96% of
our issued share capital. On completion of the Offering, the Santander Entities and the BBVA Entities
are expected to own 53.31% and 20.85% of the Company’s ordinary shares (assuming that the Offer
Price is the mid-point of the Offer Price Range and no exercise of the Over-allotment Option),
respectively, or approximately 50.59 % and 19.70% of the Company’s ordinary shares (assuming that the
Offer Price is the mid-point of the Offer Price Range and the Over-allotment Option is fully exercised),
respectively. The Santander Entities and the BBVA Entities have not expressed any commitment or
undertaking to remain a significant shareholder with representation on the Company’s Board of
Directors, other than the customary 180 days lock-up commitment that has been assumed under the usual
terms and subject to certain typical exceptions for this kind of transactions. Therefore, the Selling
Shareholder may freely decide to divest from the Company at any time after such 180-day period and, in
certain exceptional cases, before the completion of such period.
Risks Relating to General Political and Economic Conditions
Since all of our operations and assets are located in Spain, adverse developments in general political and
economic conditions in Spain, the EU or globally could have a material adverse effect on our business,
results of operations, financial condition or prospects.
24
All of our operations are located in Spain. Accordingly, our operating and financial performance can be
influenced significantly by political and economic conditions in Spain, and to a certain extent, the EU and global
financial performance. In particular, from mid-2008, the global economy and the EU experienced a period of
significant turbulence and uncertainty that was accompanied by recessionary conditions and trends in Spain and
many economies around the world. The widespread deterioration in these economies adversely affected, among
other things, consumer confidence, levels of employment, sales volumes, interest rates and the state of the
residential development market (which is generally cyclical and affected by changes in general economic
conditions), which saw significant declines in both prices and sales volumes.
The Spanish economy has experienced a period of improvement since the beginning of 2014: year-on-year GDP
growth was 3.3% and 3.1% in 2016 and 2017, respectively, and GDP is expected to grow by 2.4% and 2.1% in
2018 and 2019, respectively, higher than the average of the EU economies of 1.7% and 1.5% in 2017 and 2018,
respectively, according to the Economist Intelligence Unit, the Bank of Spain, the Bank of England, the Banca
d’Italia, the Banque de France and the Bundesbank. This improvement has had a positive effect on the Spanish
housing market conditions in general. However, there can be no assurance that this growth of the Spanish
economy or the general recovery of the Spanish housing market will be sustained in the current uncertain
political and economic environment. Economic growth in Spain may vary by region and locality, and no
assurances can be given that all of our assets will benefit equally from any positive national economic growth
trends.
The Spanish economy faces challenges due to internal factors, such as the uncertainty in relation to the Spanish
government formed in late 2016 after the June 2016 general elections that left no political party holding a clear
legislative majority (particularly, in relation to the new government’s capacity to obtain sufficient legislative
support to pass certain laws). Furthermore, external factors, such as geopolitical uncertainties (including the
potential exit of countries from the Eurozone and/or the EU), volatility in commodity prices or a negative
market reaction to central bank policies, may affect the growth of the Spanish economy and, in particular,
disposable income. Continued uncertainty will affect the pace and scale of economic recovery, both in Spain
and globally, which may have a material adverse effect on our business, results of operations, financial
condition or prospects.
In addition, we have a substantial presence in top tourist destinations (e.g., Costa del Sol, Balearic Islands,
Canary Islands and the coast of Cadiz) where both Spanish nationals and foreigners have secondary residencies
for leisure (representing €517 million in GAV (€479 million residential and €38 million commercial),
approximately 20% of the total GAV of our land bank portfolio, as of September 30, 2017) and, as a result, we
are dependent on the level of domestic and international tourism in these areas. Economic growth in these areas
may be adversely affected by the appeal and convenience of competing tourist destinations, particularly in
Southern Europe and Northern Africa, especially if the perception that travelers have of those locations as to
their political stability, safety and tourism development improves. In addition, if an act of terrorism or threat
thereof were to occur in Spain, the perception of safety by potential customers, particularly in tourist
destinations, could decrease. International demand may also be affected by the economic and political situations
in the tourists’ own countries. If the volume of tourism in the areas where we develop assets focused on the
secondary residence markets decreases, our business, results of operations, financial condition or prospects
could be materially adversely affected.
In the event of another prolonged economic downturn affecting the Spanish housing market, such as the one that
followed the global financial crisis from mid-2008, we could experience declines in demand for our properties,
which could, in turn, lead to a decline in the average selling price of our units and in the value of our land bank.
Any of the foregoing could have a material adverse effect on our business, results of operations, financial
Recent and ongoing political events in Spain may have a negative effect on Spanish economic conditions
and financial markets.
Spain is currently experiencing a period of political uncertainty. No political party was able to secure an
absolute majority during the 2015 or 2016 general elections, creating a fractured parliament. The ongoing
governance of Spain by a fractured parliament has led to high levels of political uncertainty. Such political
uncertainty impacts the government’s ability to obtain sufficient legislative support to pass certain laws in Spain
and may therefore slow the pace of reforms, law enactments, regulations and policies, or impact economic
growth in Spain.
25
Recent and ongoing events relating to the secession movement in Catalonia could affect the Spanish
residential real estate market and could have a material adverse effect on our business.
Approximately 19% of our land bank portfolio in terms of GAV as of September 30, 2017 (approximately €494
million) is located in the region of Catalonia.
The Catalonian region has recently experienced several social and political movements calling for the region’s
secession from Spain. Activities related to these movements have had and may continue to have a material
adverse effect on Spanish economic conditions and political stability. In addition, significant uncertainty exists
regarding demands for independence in the region of Catalonia, which could negatively affect the residential
and commercial real estate market and the demand for housing. Considerable uncertainty exists regarding the
outcome of political and social tensions in Catalonia, which could result in changes in legislation, policies and
other factors which could significantly impact the environment in which we operate in Catalonia and Spain as a
whole. Such uncertainty remains after the results of the regional elections that have taken place in Catalonia on
December 21, 2017. Continued political uncertainty in relation to this issue could adversely affect general
economic growth in the region or more broadly in Spain, which could have a material adverse effect on our
business, results of operations, financial condition or prospects.
Finally, the Company’s assets have been valued as at September 30, 2017, prior to the referendum held on
October 1, 2017, concerning the independence of Catalonia. Consequently, the current political situation has not
been reflected in the valuation.
Risks Relating to Our Business
We may not be able to successfully implement our business strategy, and we may not be able to meet our
expected growth and returns.
As of the date of this Prospectus, we have 2,263 active units and have delivered 124 units. In addition, we
expect to deliver approximately 520 units in 2018 and 4,500 to 5,000 units at run-rate by 2021. We are in an
ambitious ramp-up phase in order to respond to the recent increase of housing demand in Spain (see “Business—
Strategy—Consolidate our position as the industry leader”). Our success and ability to implement our business
strategy and meet expected growth and returns may be impacted by any of the following factors, among others:
• our inability to successfully respond to a potentially increasing real estate demand and hire skilled
employees in our centralized and regional offices;
• our failure to make correct assumptions, estimates and judgments with respect to our properties
and the number of units we can develop;
• our inability to allocate adequate resources to monitor and administer a larger active portfolio;
• the supply and demand for housing and future housing prices;
• the future value of our land bank;
• our inability to develop commercially attractive products;
• future construction and development costs;
• our inability to manage projects efficiently;
• the availability and cost of selected service providers we use to develop our business, such as
architects, contractors and brokers;
• our inability to obtain any necessary Permits on a timely basis;
• future laws and regulations that apply to our business; and
• the availability of external financing to grow our business.
26
Any of these factors may impact the success of our business plans, the commercial success of our projects, our
financial condition, prospects or results of operations, which could result in us being unable to meet our
expected growth or to replicate our existing business model to develop our growth strategy and meet the
demands of the market, or in us being unable to pay anticipated dividends (see “—There can be no assurance
that we will be able to pay dividends in the future”). Even if we are able to implement some or all of the
initiatives of our business strategy successfully, our operating results may not improve to the extent we
anticipate, or at all.
Implementation of our business strategy could also be affected by a number of external factors such as increased
competition, legal developments, government regulation, general economic conditions or increased operating
costs or expenses. In addition, to the extent we have misjudged the nature and extent of industry trends or our
competition, we may have difficulty in achieving our strategic objectives. Any failure to implement our business
strategy successfully may adversely affect our business, results of operations, financial condition or prospects
and thus our ability to service our debt. In addition, we may decide to alter or discontinue certain aspects of our
business strategy at any time.
We are exposed to risks associated with the land-permitting processes, and our business may be adversely
affected if we fail to obtain, or if there are any material delays in obtaining, required Permits for the
development and construction of our projects or if the approved planning regulations and/or Permits are
subsequently challenged.
As of September 30, 2017, approximately 26% of our land bank portfolio in terms of GAV as of September 30,
2017 (approximately €661 million) consisted of land plots under the land-permitting process, with
approximately 5% or €117 million (€106 million residential and €11 million commercial) being non-urban land
(no urbanizable), 10% or €255 million (€245 million residential and €10 million commercial) developable land
(clasificado) and 11% or €289 million (€202 million residential and €87 million commercial) organized urban
land (ordenado) (see “Business—Transformation of Land Under the land-permitting process”). Given the
composition of our land bank portfolio, we are subject to risks associated with the extended time period required
for transforming non-urban land (no urbanizable) into fully permitted land, and for transforming fully permitted
land into a fully completed residential or commercial development (including as a result of the type and quality
of the soil). These risks could result in substantial unanticipated delays, including our inability to meet our target
of having 93% of our land bank portfolio (other than Alcorcon, which represented €105 million or 4% of our
GAV as of September 30, 2017) as fully permitted land at run-rate by 2021, or an increase of our expenses in
transforming such land and, under certain circumstances, could prevent completion of the development of our
projects or require the scope of planned developments to be reduced or their design to be changed, any of which
could have an adverse effect on our business, results of operations, financial condition or prospects.
We must obtain a variety of Permits to develop our land and for us to be able to begin construction of our
projects. Our ability to obtain these Permits is dependent on our ability to meet the relevant regulatory and
planning requirements. Moreover, the granting of these Permits is regulated at a regional and municipal level
and may be subject to the relevant authorities’ discretion. The time needed to obtain these Permits also varies
depending on the region or municipality. Any failure to obtain required Permits on favorable terms, or at all, or
any material delays in obtaining such Permits, could have a material adverse impact on our business, results of
operations, financial condition or prospects. In addition, planning regulations and permits could be challenged
within the relevant statutory period, which could eventually lead to delays in the delivery of our units or even
incompletion of a particular development on the expected terms, or at all, which could have a material adverse
impact on our business, results of operations, financial condition or prospects.
Significant unanticipated costs might arise in relation to the execution of our projects.
We are subject to risks related to the cost of executing our projects. Unanticipated costs can arise due to a
number of factors, including:
• errors, omissions and other human factors including those of senior management and key
personnel;
• increases in costs of raw materials, such as concrete and steel;
• increases in costs of financing projects;
27
• labor shortages or increases in labor costs;
• events affecting our contractors, such as their insolvency;
• increases in costs of subcontractors and professional services;
• increases in costs of obtaining Permits;
• unforeseen technical and ground conditions; or
• delays and cost overruns resulting from the land-permitting process.
Before commencing a development, we estimate costs based on certain assumptions, estimates and judgments,
which may ultimately prove to be inaccurate caused by, for example, an increase in demand for raw materials or
higher construction costs as a result of an increase in demand for housing developments. In addition, if a
contractor’s or supplier’s cost estimates or quotes are incorrect, we may incur additional costs or be required to
source products and services at a higher price than anticipated, as well as face delays in our development
projects if the estimate is incorrect by a large enough margin that the project is more viable by finding an
alternative contractor or supplier.
Any unanticipated costs arising during the execution of our development projects, or a failure to manage them
effectively, may result in losses or lower profits than anticipated or cause material construction delays, which
could have a material adverse effect on our business, results of operations, financial condition or prospects.
We may be unable to develop and sell our projects successfully or within the expected time frames.
Our land-permitting process may be subject to delays that may limit our ability to generate positive cash flows
with respect to a specific project, including delays in obtaining the relevant Permits (see “—We are exposed to
risks associated with the land-permitting processes, and our business may be adversely affected if we fail to obtain,
or if there are any material delays in obtaining, required Permits for the development and construction of our
projects or if the approved planning regulations and/or Permits are subsequently challenged.”). Similarly, our
land development process typically requires substantial capital outlays during construction periods, and it may
take months or years before positive cash flows, if any, can be generated. It generally takes between six and nine
months from the time we launch a residential development to the time we have sold 30% of the units of a
residential development. See “Business—Residential Development” for more details.
During the construction of development projects, we may encounter unexpected operational issues or other
difficulties, including those related to technical engineering issues, regulatory changes, disputes with third-party
contractors, subcontractors and suppliers, accidents, bad weather, natural disasters (such as floods and fires) and
changes in purchaser requirements that may require us to amend, delay or terminate a development project.
Any failure to meet deadlines could expose us to additional costs and result in the termination of contracts or
contractual penalties (or the enforcement of bank guarantees by a purchaser) and could also affect our reputation
(see “—Any negative impact on the reputation of and value associated with our brand could adversely affect our
reputation, as well as our business, financial results and stock price”), which could materially adversely affect
our business, results of operations, financial condition or prospects.
Following development, we may be unable to sell all or some of the units of a development within the expected
time frames due to such reasons as changes in economic or market conditions. In such cases, our inventory of
completed but unsold units would increase, leading to additional costs, including property taxes and community
expenses (gastos de comunidad) corresponding to the unsold units. Alternatively, we may have to sell units at
significantly lower margins or at a loss, which could have a material adverse effect on our business, results of
operations, financial condition or prospects.
We have limited operating and financial data and incurred losses.
Although we benefit from the 100-year experience and know-how of our predecessor companies, our operations
have been limited in recent years due to the severe slowdown in the Spanish residential development market
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caused by the financial crisis. Consequently, our financial history is limited and our financial track record and
financial statements relate only to this limited operating period. See “Operating and Financial Review—Basis of
Presentation.” Therefore, we are providing only limited performance and financial data to assist in the
evaluation of our prospects and the related merits of an investment in the Shares, including our ability to
develop land plots and market our products at the expected margin. This makes assessing our potential future
operating results difficult and will limit the comparability of our operating results from period to period until we
have a longer, more established track record. In addition, we cannot assure you that our past experience will be
sufficient to enable us to operate our business successfully or to implement our operating policies and business
strategies as described in this Prospectus. Any investment in the Shares is, therefore, subject to all of the risks
and uncertainties associated with a recently formed business, including the risk that we cannot implement our
business strategy or achieve our objectives.
business is uncertain. In 2016 and the first nine-months of 2017, we incurred consolidated losses of €20.53
million and €33.86 million, respectively. See “Operating and Financial Review—Balance Sheet and Results of
Operations” and “Business—Portfolio”. While the Prospectus includes information on the land plots currently
comprising our portfolio and our ongoing development projects (see “Business–Our Portfolio”), and valuation
information on each such property is included in the Valuation Reports, there is limited financial information
that may be helpful in understanding our revenues and expenses going forward. See “—Real estate appraisals
with respect to our developments and land plots included in this Prospectus may not reflect the current market
values of our assets, because determining such values is an inherently subjective process. In addition, an
appraisal may not be directly comparable to those given in respect of similar property portfolios held by other
real estate developers in the Spanish market as a result of differing assumptions and methodologies.”
We depend upon our senior management team and on the expertise of our key personnel and may be unable
to attract and retain a highly skilled and experienced workforce.
The success of our business depends upon the recruitment, retention and development of highly skilled,
competent people at all levels of the organization.
In particular, we have a senior management team with significant experience in the Spanish homebuilding
industry, which has developed a strong reputation and strong relationships both internally within the Company
and externally with our business partners. Our success depends, to a significant degree, upon the continued
contribution of our senior management, who are critical to the overall management of the Company, as well as
its culture, strategic direction and operating model. Our ability to retain our senior management or to attract
suitable replacements is dependent upon competition in the labor market. The unexpected loss of the services of
any member of senior management, a limitation in their availability or a failure by us to develop a succession
plan for our senior management could have a material adverse effect on our know-how and internal best
practices as well as on our business, results of operations, financial condition or prospects.
In addition, experienced employees in the homebuilding industry and commercial development in general and
with expertise in the land-permitting process are fundamental to our ability to generate, obtain and manage
business opportunities. Our success may make our employees attractive hiring targets for competitors, and in
order to retain key employees, we may be required to keep pace with increases in remuneration in the
marketplace. Failure to attract and retain such personnel or to ensure that their experience and knowledge is
retained within the Company, even when they leave the Company, through retirement or otherwise, may
materially adversely affect our business, results of operations, financial condition or prospects.
Real estate appraisals with respect to our developments and land plots included in this Prospectus may not
reflect the current market values of our assets, because determining such values is an inherently subjective
process. In addition, an appraisal may not be directly comparable to those given in respect of similar
property portfolios held by other real estate developers in the Spanish market as a result of differing
assumptions and methodologies.
The Appraisers have prepared Valuation Reports on the basis of certain valuation methodologies and
assumptions regarding the Spanish real estate market and the developments in our property portfolio. In
addition, we have requested the Appraisers to perform a sensitivity analysis in relation to its valuation of GAV
of our property portfolio considering a 1%, 5% and 10% fall and increase in house sale prices in the base
scenario without subsequent price growth for fully permitted land and the other variables remaining constant.
This sensitivity analysis of increases and decreases in prices only affects residential land plots (€1,893 million
29
GAV) given that the analysis is only focused on the effect caused by variations in house sale prices. In the
adverse scenarios, and, according to the Appraisers, the valuation of our property portfolio would be reduced
from a GAV of 2,578 million (market value as of September 30, 2017) to (a) a GAV of €2,528 million if the
house sale prices were to fall by 1%, (b) to (a) a GAV of €2,324 million if the house sale prices were to fall by
5%, and (c) to a GAVof €2,072 million if the house sale prices were to fall by 10%.
Valuations of our developments have a significant effect on our financial standing on an ongoing basis and on
our ability to obtain further financing. The valuation of real estate, including those contained in the Valuation
Reports, is inherently subjective and subject to uncertainty, in part because land and property valuations are
made on the basis of assumptions and methodologies that may not prove to be accurate and in part because of
the individual nature of each land plot and property, particularly in relation to land plots under the land-
permitting process. For example, the Valuation Reports include assumptions as of and prior to the date of the
Valuation Reports as to project tenure and phasing, the timing of payments for land and payments to be received
from purchasers of units, rates of inflation and costs of borrowing over time, and infrastructure and construction
costs based in part on information provided by us and that may be different if made as of the date of this
Prospectus or that may not be realized in practice. Therefore, land and property valuations might not accurately
reflect the market value of our land plots or projects at a given date. In addition, the Valuation Reports prepared
by the Appraisers have relied on different methodologies and assumptions and, therefore, the conclusions and
appraisals may differ considerably. Furthermore, the Valuation Reports include special assumptions regarding
certain land plots based in part on information provided by us and that may be different if made as of the date of
this Prospectus or that may not be realized in practice (see “Presentation of Financial and Other Information—
Valuation”).
The valuations contained in the Valuation Reports are stated as of September 30, 2017 and, although we believe
there has been no material change to the aggregate market value of our properties, there can be no assurance that
these figures accurately reflect the market value of our properties as of any other date. The market value of our
properties may decline significantly over time due to various factors. In addition, the values ascribed by the
Appraisers should not be taken as an indication of the amounts that could be obtained by us upon disposal of
such properties, whether in the context of the sale of individual properties or the property portfolio as a whole.
Furthermore, the periods in which we complete our developments may not coincide with the actual recognition
of revenues in relation to those developments in accordance with accounting standards as the recognition of sale
occurs upon the transfer of the property to the buyer.
We may not have identified all risks and liabilities associated with the assets recently contributed by the
Santander Entities and the BBVA Entities.
In July 2017, we received an in-kind capital contribution from the Santander Entities and the BBVA Entities
consisting of 3.1 million sqm of land worth approximately €1.1 billion in GAV. Although these assets were
subject to an intensive five-month due diligence and valuation process corroborated by the appraiser, Jones
Lang LaSalle, and a strict selection criteria aimed at selecting mainly fully permitted residential plots and
strategic land plots under the land-permitting process in cities with at least 150,000 inhabitants and a minimum
of 40 to 50 units per land plot, there can be no assurance that the due diligence undertaken revealed all relevant
facts and risks associated with those assets, the full extent of such risks or that the information provided during
the diligence process on which we relied was complete, adequate or accurate. Furthermore, there is no certainty
that the valuation provided by the appraiser, Jones Lang LaSalle, assigned the correct values to the land plots we
acquired or relied on the correct methodology or data (see “—Real estate appraisals with respect to our
developments included in this Prospectus may not reflect the current market values of our developments and
land plots, because determining such values is an inherently subjective process. In addition, an appraisal may
not be directly comparable to those given in respect of similar property portfolios held by other real estate
developers in the Spanish market as a result of differing assumptions and methodologies”). If the due diligence
investigations failed to correctly identify material issues, risks and liabilities that may be present in the assets
that were acquired from the Santander Entities and the BBVA Entities, we may be subject to the following risks:
(i) title defects; (ii) environmental liabilities or structural or operational defects or liabilities not covered by our
indemnities or insurance; or (iii) lack or insufficiency of Permits (e.g., occupancy and activity licenses from
municipal authorities), among others. Similarly, if the valuation report prepared in connection with the
acquisition failed to assign the correct value to such assets, our margins may be lower than anticipated. Any
adverse consequences of a due diligence or valuation failure may have a material adverse effect on our business,
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We are exposed to risks associated with our indebtedness.
As of September 30, 2017, our current borrowings amounted to €171.7 million and our long-term borrowings
amounted to €5.0 million. €159.4 million of our current borrowing related to indebtedness under the Short-Term
Facility Agreement (as defined below) incurred to pay recoverable VAT on land contributed to us by certain of
our shareholders in July 2017. On December 1, 2017, we entered into a term loan facility agreement with a
group of lenders including BBVA and Santander. Under this agreement the lending financial entities made
available a euro term loan facility in an aggregate amount equal to €275 million. On December 22, 2017, we
partially repaid the VAT tranche under the Short-Term Facility Agreement in the amount of the amount of
€149.8 million and on January 15, 2018, we have withdrawn €65 million of the Facility and it was used, among
other, towards the full repayment, in the amount of €40.1 million of the Short-Term Facility Agreement, hence,
payment of arrangement fees of the Facility Agreement (see “Operating and Financial Review—Liquidity and
Capital Resources—Indebtedness” for more details on the Short-Term Facility Agreement). If operating cash
flows and other resources (for example, any available debt funding or short-term financing lines) are not
sufficient, we may not be able to repay such debt when due or be forced to restructure or refinance all or a
portion of our debt on or before maturity in less favorable conditions than those currently in place. In addition,
we generally enter into developer loans for up to 100% of the hard and soft costs of our projects and target a
run-rate LTV of approximately 15% to 20%. We cannot assure you that our business will generate cash flows
from operations, or that future borrowings will be available to us under our existing or any future credit facilities
or otherwise, in an amount sufficient to enable us to meet our payment obligations under our existing
indebtedness or to fund our liquidity needs.
In addition, the use of leverage may increase our exposure to adverse economic factors, such as rising interest
rates (with a corresponding negative impact on our results of operation). In the nine-month period ended
September 30, 2017, an increase of one percentage point in the interest rate applicable to our current borrowings
would have increased our finance costs by approximately €0.3 million. Other adverse economic factors to which
the use of leverage may increase our exposure include downturns in the economy and deterioration in the
condition of our investments and/or the Spanish real estate and banking sectors. All of these factors could have a
material adverse effect on our business, results of operations, financial condition or prospects.
Pursuant to the terms of the financing agreements to which we are a party, we are also required to comply with
certain covenants limiting our ability to freely dispose of certain assets and requiring us to comply with certain
financial ratios (the non-compliance with which could be considered a breach of contract that could potentially
be alleged by the financing entities in order to accelerate our repayment obligations). Compliance with these
covenants may limit our activities. For additional information of the covenants to which we are subject, see
“Operating and Financial Review—Liquidity and Capital Resources—Indebtedness.” Furthermore, our level of
indebtedness may limit our ability to access additional funding on comparable or even less favorable conditions,
independently of our capacity to generate sufficient cash flows to cover our debt obligations. These restrictions
may also limit our operations, and, in turn, our indebtedness could limit our ability to obtain additional financing
on equivalent, or even more onerous, conditions, independent of our ability to generate cash. The foregoing may
limit our ability to pay dividends (see “—There can be no assurance that we will be able to pay dividends in the
future”) or may also delay or reduce our investments or cause us to forgo business transactions, including
business combinations or acquisitions, that could materially and adversely affect our business, results of
Moreover, some of our obligations under our financing agreements are secured by mortgages over the assets we
own, particularly our land plots. As of September 30, 2017, land plots with an aggregate GAV of €27 million
were subject to a mortgage. As a result, the acceleration of any of our loans secured by mortgages over our land
plots may result in the liquidation of the mortgages securing those loans that could have a material adverse
effect on our business, results of operations, financial condition or prospects.
Land plots and real estate properties can be illiquid assets and can therefore be difficult to sell.
Our business strategy contemplates potential selective sales from our land bank portfolio worth up to
approximately €500 million in the aggregate, based on GAV as of September 30, 2017, made over the next three
to five years. This amount does not take into account potential land price appreciation or value creation from
capital expenditure. We would expect these sales to relate to both residential and commercial land, and would
enter into transactions on an opportunistic basis in order to generate additional liquidity for our business and/or
shareholder distributions. See “Business—Strategy— Active management of our land bank through exposure to
land under the land-permitting process and the potential for profitable land sales.” Given the relatively illiquid
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nature of land plots and real estate properties, there can be no assurance that at the time we seek to make
disposals, relevant market conditions will be favorable or that we will be able to maximize the return on such
assets. To the extent market conditions are unfavorable, we may be unable to dispose of our land plots and real
estate properties at a gain, and we may be required to dispose of our land plots and real estate at a loss, or may
even be prevented from disposing of any of our land plots or real estate properties at all. Our inability to dispose
of our land plots and real estate properties in a timely fashion, and at satisfactory prices when required or
desirable, would tie up the capital allocated for such land plots or real estate properties and could impede us
from taking advantage of other real estate opportunities. This could have a material adverse effect on our
If we cannot obtain sufficient capital on acceptable terms, we may be unable to develop our land bank
portfolio or may experience increased costs and delays in the completion of our development projects.
The real estate development industry is capital-intensive and requires significant up-front expenditures to
transform our land plots into fully permitted land and to develop our projects. Although we use a portion of our
own financial and of the proceeds of the Facility Agreement (for more details see “Operating and Financial
Review—Liquidity and Capital Resources—Term loan facility”) to transform and develop land plots, from time
to time we may need to borrow additional funds from third parties, the availability of which, especially for
development financing, may be constrained regionally or nationally. Lenders may require increased amounts of
equity to be invested in a project by borrowers in connection with both new loans and the extension of existing
loans, higher interest rates, the completion of other milestones or other requirements. Our inability to meet the
requirements imposed by our lenders may have a material adverse effect on our business, results of operations,
financial condition and prospects.
In addition, if we choose to seek additional financing to fund our operations through the capital markets,
volatility in these markets may restrict our access to such financing. If we are not successful in obtaining
sufficient funding for our planned capital and other expenditures, we may be unable to transform and develop
our existing land bank. Moreover, any difficulty in obtaining sufficient capital for planned development
expenditures could also cause project delays, and any such delay could result in cost increases. Any one or more
of the foregoing events could have a material adverse effect on our business, results of operations, financial
We may achieve lower revenue in our development projects than originally estimated or projected.
Estimating the GDV of development projects is inherently subjective due to the individual nature of each project
and is heavily affected by broader market conditions outside of our control. Factors such as changes in
regulatory requirements and applicable laws (including in relation to building and environmental regulations,
taxation and planning), transport and infrastructure policies, political conditions, the condition of financial
markets, the financial condition of customers, applicable tax regimes, and interest and inflation rate fluctuations
also contribute to the uncertainty and potential volatility of forward-looking valuations.
The estimated GDVs relating to our development projects are estimates only and are ascertained on the basis of
assumptions (including the demand for homes, average sales price, price increases and number of units within
developments), which may prove inaccurate. There is no assurance that such estimated GDVs will reflect the
actual sale prices achieved of any developments built on the land. Any failure to sell as many residential units as
anticipated or sales at prices lower than we expected could result in us not achieving our estimated GDVs. There
can be no assurance that our valuations of land in our financial statements or our estimates for our land bank and
proposed developments will reflect the actual sale prices achieved of either the land itself or any developments
built thereon.
Any of the above factors could have a material adverse effect on our business, results of operations, financial
Our business depends upon the availability, skills and performance of contractors, subcontractors and other
service providers and suppliers.
We rely on the services of third-party contractors (which, in turn, may rely on the services of subcontractors) to
develop and monitor our projects, help sell our products and provide post-construction warranty service. These
outsourced services include architectural design, construction, project management (reporting to internal project
directors) and, to some extent, sale of our units. As of the date of this Prospectus, we have 14 development sites
32
under construction with 9 different contractors. If we are unable to hire qualified and reliable third-party
contractors for any of our projects, our ability to successfully complete projects in time or with the required
quality or to sell our units within the expected time frames and price could be impaired. Moreover, pursuant to
Law 38/1999, of November 5, Regulating Construction (Ley de Ordenación de la Edificación, or “LOE”), we
may qualify as a “developer” (promotor), and we would therefore be jointly responsible, together with the
participants intervening in the building construction process, to our customers for any material damages in our
homes caused by any defects in the construction of these homes. Unlike the case with the other construction
participants, the liability that the LOE imposes on us is not linked to a breach of our duties (i.e., the liability
does not depend on whether our act or failure to act was negligent). The developer is not subject to a typical or
specific risk, but takes liability for the acts (and failures to act) of all other individuals/legal entities involved in
the development. Accordingly, under the LOE, the developer is a de facto guarantor of the obligation of the
other participants.
Despite the contractor selection and monitoring processes that we have implemented, our contractors may fail to
meet our standards and deadlines. In particular, although we attempt to verify the compliance of contractors
with HSE regulations, labor laws and other applicable laws and regulations, any failure by contractors to so
comply could render us liable in respect of these obligations.
In addition, such third-party contractors have been and may continue to be adversely affected by economic
downturns or bad management decisions. We may hire a contractor that subsequently becomes insolvent,
causing cost overruns and project delays and increasing the risk that we will be unable to recover costs in
relation to any defective work performed by such contractor, to the extent such costs are not covered by
insurance or other security provided by the contractor. The insolvency or other financial distress of one or more
of our contractors could have a material adverse impact on our business, results of operations, financial
Our pre-sales may not materialize on the terms agreed to at the time the contract is signed, if at all.
Pre-sales are an essential part for the financing of our developments. We typically aim to pre-sell 30% of the
estimated sales value of a development before beginning construction and have pre-sold approximately 60% and
30% of our 2018 and 2019 targeted deliveries, respectively, as of the date of this Prospectus. Nonetheless, our
pre-sales revenue (the expected revenue that will be generated by units that have been pre-sold) may be adjusted
following the withdrawal of buyers, new contracts, early cancellation of existing contracts or changes in the
scope of projects in progress. Moreover, we may not be able to perform our obligations under our pre-sale
contracts due to various reasons, such as an increase in costs making the development not viable, not being able
to obtain the construction license and not reaching the level of pre-sales necessary to launch the development.
As a consequence, we may need to refund our customers for the funds that they had advanced, or our customers
may terminate their contracts or seek to renegotiate the terms of their contracts to obtain more favorable terms.
The occurrence of any of these events could affect our pre-sales and eventual revenues and have a material
adverse effect on our business, results of operations, financial condition or prospects.
Our operating performance is subject to risks associated with the real estate and residential development
industry generally.
Our principal activity is the development and sale of residential properties, which carries numerous inherent
risks and is subject to fluctuations and cycles in value and demand that are beyond our control. Long-term
demand for new residential property is directly related to, inter alia, population growth and the rate of new
household formation. These trends, along with the general perception among consumers of the continuous
increase in property prices over time, have, in the past, contributed to an increase in home ownership and
demand for new residential property in Spain. However, the financial crisis and its economic impact in Spain,
paired with high leverage, demonstrated that property prices and demand could fall rapidly. There is no
assurance that the recent increase in demand will continue or that any future economic recovery will result in a
recovery of residential property prices and sales volumes to levels experienced in the past.
The Spanish real estate and residential market may generally be adversely affected by, inter alia, the following
factors:
• changes in short-term and long-term interest rates and the inflation rate;
• employment levels and cost-of-living and real income dynamics;
33
• decreases in residential property demand due to population decreases, lower levels of household
formation and other demographic changes;
• foreign and intra-country immigration trends;
• the availability and affordability of mortgage loans and other forms of credit for homebuyers,
including private party and government mortgage loan programs and restrictive measures by
banking authorities;
• consumer confidence in general and potential home buyer confidence in particular;
• financial system and credit market stability;
• regulation, oversight and legal action regarding lending, appraisal, foreclosure and short-sale
practices;
• increases in personal income tax rates, decreases in the deduction of mortgage loan interest
payments and increases in real estate taxes, such as VAT incurred in the acquisition of new
residential property;
• the supply and prices of available new or resale residential property and general consumer interest
in purchasing a home compared to choosing other housing alternatives, such as rental housing;
• supply chain availability or cost increases;
• acquisition risks related to our land plots, including due to deficiencies in the due diligence
process;
• changes in government and local authorities’ regulation or policies, including infrastructure

policies and planning and environmental regulations; and
• political uncertainties.
Furthermore, approximately 25% of our residential GAV as of September 30, 2017 (€479 million) was located
in top tourist areas and is usually for secondary residences, which, in addition to the above, may be adversely
affected by additional factors and market dynamics including, inter alia, attractiveness of the area where the
development is located, political stability of the region and Spain, safety and tourism.
Any of these factors could reduce the funding available for our developments or decrease demand for our
products, which could materially adversely affect our business, results of operations, financial condition or
prospects.
The Spanish residential market could become increasingly competitive.
The residential homebuilding market in Spain is currently fragmented. We currently compete mainly with local
and regional residential homebuilders and traditional Spanish developers who, within the localities of our
targeted sites, compete for the hiring of contractors and the sale of residential properties. The appearance of new
players in the market, backed by international funds with a business model similar to ours, could lead to an
increase in competition in the Spanish homebuilding market. Competition could also increase as a result of
consolidation in the sector.
Increased competition could impede us from retaining personnel, hiring contractors or selling our homes at the
expected price and time, which could decrease our margins and materially adversely affect our business, results
of operations, financial condition or prospects.
There is a large stock of unsold houses in Spain which may exert downward pressure on new house prices.
The bursting of the housing bubble in Spain in 2007 led to a significant oversupply of new housing in Spain that
resulted in the accumulation of a large stock of unsold houses. As of December 31, 2016, there were
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approximately 491,693 unsold houses in Spain (source: Spanish Ministry of Public Works and Transport). This,
together with the selling pressures being exerted on financial institutions by the bank regulation measures
relating to their real estate repossessions, continues to exert downward pressure on new house prices and may
have a material adverse effect on our business, results of operations, financial condition or prospects.
Our commercial real estate portfolio is subject to inherent risks.
As of September 30, 2017, 27% (€684 million) of our real estate portfolio (in terms of GAV) was commercial
land. Demand for commercial land is subject to a number of factors outside our control, including overall
economic conditions and the attractiveness of a particular location due to changes in transport links, the
proximity of competitors, and general trends in the commercial real estate market. Even where the demand for
commercial real estate is generally high, the location of the commercial development may not be of interest to
potential investors due to the characteristics of the commercial space offered (e.g., investors may seek bigger
surfaces or a particular layout for their business). In addition, a downturn in a particular economic sector may
adversely affect the quality of the location, the customers’ demand and our ability to commercialize such real
estate. Furthermore, any excess in supply is likely to exert a downward pressure on the rental income we expect
to collect. While we generally expect to engage in commercial developments through joint ventures or turnkey
projects, the occurrence of any of these factors may negatively affect our ability to develop commercial real
estate or to achieve the level of income we expect to obtain, which may affect our business, results of
Taxes have an important impact on our business, and a change in national, regional or local tax regulations
may have a material impact on demand for residential property.
Given our business, we are regularly involved in the exploitation and disposal of real estate assets in Spain. As a
result, our real estate activity can be affected by direct and indirect taxation, particularly transfer taxes, stamp
duties, real estate property taxes and value-added tax, which is subject to the interpretation and scrutiny of the
corresponding Spanish tax authorities (whether national, regional (including those applicable in the historical
regions (comunidades o territorios forales) of Spain) or local). See “Taxation—Spanish Tax Considerations.”
Although we believe that we are in material compliance with applicable tax laws (including in connection with
our real estate and financing activities), we may be subject to a reassessment by the tax authorities, and, in that
event, it cannot be disregarded that the Spanish tax authorities’ interpretation of such laws may differ from ours.
Furthermore, although the Company has recorded carry-forward losses in previous years, we cannot discard the
possibility that the Spanish tax authorities may reassess them or restrict our ability to offset them against taxable
income in future years. Currently, for companies whose turnover exceeds €20 million, only 50% of their
positive corporate income taxable base can be offset annually with carry-forward losses. This threshold (and the
ability to offset carry-forward losses) is reduced to 25% of the positive corporate income tax base for companies
whose turnover exceeds €60 million. As a consequence, all these matters may have an impact on the cash and
financial position of the Company, and may materially affect our business, results of operations, financial
Inflation may adversely affect us by increasing costs beyond what we can recover through price increases.
Although the rate of inflation has been low for the last several years, inflation can adversely affect us in the
future by increasing costs, materials and labor. In addition, significant inflation is often accompanied by higher
interest rates, which have a negative impact on demand for homes (see “—Constraints on the availability of
mortgage lending and/or interest rate increases may adversely affect our sales”). In an inflationary
environment, we may be precluded from raising home prices enough to keep up with the rate of inflation which
would reduce our profit margins and could have a material adverse effect on our business, results of operations,
financial condition or prospects.
A future decline in land values could result in significant write-downs.
Inventory risks are inherent to our business. There are risks derived from controlling, owning and developing
land and, if housing demand declines, we may own land or homes sites we acquired at costs we will not be able
to recover fully, or on which we cannot build and sell homes profitably. Also, there can be significant
fluctuations in the value of our owned undeveloped land, building lots and any future housing inventories as a
result of changes in market conditions. If market conditions were to deteriorate significantly in the future, we
could be required to make significant write-downs with regard to our land inventory, which could decrease the
35
asset values reflected on our balance sheet and adversely affect our earnings and our shareholders’ equity. In
addition, we may have to sell residential units or land for lower-than-anticipated profit margins, which could
have a material adverse effect on our business, results of operations, financial condition or prospects.
We are subject to complex and substantial regulations of which the application, interpretation or
enforcement are subject to change.
We are subject to extensive national, regional and local and other laws and substantial regulations and
administrative requirements and policies that relate to, among other matters, urban planning, developing,
building, land use, sales, fire, HSE, consumer protection and employment. Additionally, applicable laws and
regulations within Spain may vary from one autonomous region to another, from one municipality to another
and between different assets within different regions, which limits our ability to rapidly implement a business
strategy and increases our monitoring costs.
The laws and regulations that govern our activities often provide broad discretion to the relevant authorities to
impose penalties or shut down any of our development projects if we fail to comply with any of them. In
addition, a material change in relevant law, regulations or policies, or the interpretation thereof, or delays in
such interpretation being delivered, may delay or increase the cost of our development activity or prevent us
from selling residential units already developed. In particular, changes in (but not limited to) the following areas
could have a significant adverse impact on our business, results of operations, financial condition or prospects:
planning or urbanization requirements, laws regarding land classification building and construction regulations,
insurance regulations, labor or social security laws, HSE, tax regulations or environmental and sustainability
requirements. Any of the foregoing factors could have a material adverse effect on our business, results of
The construction of new developments involves HSE risks.
Operating in the homebuilding industry poses certain HSE-related risks. A significant HSE incident at one of
our developments could put our employees, contractors or subcontractors or the general public at risk of injury
or death and could lead to potential litigation, significant penalties or damage to our reputation (see “—Any
negative impact on the reputation of and value associated with our brand could adversely affect our reputation,
as well as our business, financial results and stock price”), which could, in turn, have a negative impact on our
ability to generate new business.
In addition, we may be liable for the costs of removal, investigation or remediation of hazardous or toxic
substances located on, under or in a property currently or formerly owned by us, whether or not we caused or
knew of the pollution. The costs of such removal, investigation or remediation or those incurred for our defense
against HSE claims may be substantial, and they may not be covered by warranties and indemnities from the
seller of the affected land or by our insurance policies. They may also cause substantially increased costs or
delays in developments. The presence in our developments of non-HSE-compliant substances or the failure to
remove such substances may also adversely affect our ability to sell the relevant developments’ units.
Furthermore, laws and regulations may impose liability for the release of certain materials into the air, water or
earth, and such release may form the basis for liability to third parties for personal injury or other damages, as
well as potential criminal liability.
Any breach of HSE compliance, including any delay in responding to changes in HSE regulations, particularly
in light of evolving EU standards and potential new implementing legislation, may result in penalties for non-
compliance with relevant regulatory requirements. Monitoring and ensuring HSE best practices may become
increasingly expensive for us in the future, and HSE risks may become more acute as we undertake larger-scale
projects or during periods of intense activity. Any of the foregoing could have a material adverse effect on our
Demand for our homes depends on customer preferences for types of accommodation or locations of
property and perceptions as to the attractiveness or quality of our products.
Trends in customer preferences have an impact on demand for new residential properties, and any unanticipated
changes in such trends, or our misunderstanding of such trends, could have a material adverse effect on our
business, results of operations, financial condition or prospects. In addition, events outside of our control may
occur that shift customers’ perceptions of the attractiveness or quality of our products, including (i) preferences
for specific neighborhoods or locations in certain regions (in particular, in regions in which we do not own
36
land), (ii) macroeconomic or employment dynamics that concentrate demand in specific areas (such as the
establishment of a large employer in a particular area), (iii) preferences for a specific home design type (such as
multifamily condominiums, rental properties or detached houses) or (iv) the overall quality of materials and
products used for the finished units. Any of the foregoing may have a material adverse effect on our business,
Constraints on the availability of mortgage lending and/or interest rate increases may adversely affect our
sales.
The purchase of residential property in Spain is usually facilitated through mortgage lending, and our business
therefore partly depends upon the ability of our customers to obtain such financing for the purchase of their
homes. We develop our residential projects using development loans, whereby customers usually get home
loans for approximately 80% of the purchase price on delivery, as our development loan is subrogated by home
loans made to our customers.
After the global financial crisis that started in 2008, access to residential mortgage lending in Spain has been
restricted due to a number of factors, including (i) the exit of a number of mortgage providers from the Spanish
market, (ii) more stringent equity requirements for Spanish financial entities, (iii) a more cautious approach to
valuations of properties by surveyors (which, in turn, reduces the value of the mortgage loan that can be
obtained on a given property), (iv) stricter underwriting standards by lenders that have resulted in more stringent
mortgage application requirements for borrowers, including increased down payments and (v) a desire by
certain lenders to limit their lending exposure in relation to specific types of housing developments. Tighter loan
qualifications make it more difficult for a borrower to finance the purchase of a new home or the purchase of an
existing home from a potential “move-up” buyer who wishes to purchase one of our homes. Limited availability
of mortgage lending may constrain growth in sales volumes and prices in the Spanish homebuilding industry.
Mortgage lending rates in Spain are predominantly based on floating interest rates tied to EURIBOR. An
increase in interest rates would increase mortgage loan costs and may negatively affect the availability or
attractiveness of mortgage loans as a source of financing for the purchase of residential property and,
accordingly, reduce demand for our homes.
Any negative impact on the reputation of and value associated with our brand could adversely affect our
reputation, as well as our business, financial results and stock price.
The Metrovacesa brand is an important asset of our business. Maintaining the reputation and integrity of, and
the value associated with, this brand are essential to the success and growth of our business. Our reputation may
be harmed if we encounter difficulties in completing and delivering projects, whether as a result of our
performance or the actions of third-party consultants, brokers or contractors. Unfavorable media related to our
industry, company, brand, marketing, personnel, operations, business performance or prospects may affect the
performance of our business, regardless of its accuracy or inaccuracy. The speed at which negative publicity can
be disseminated has increased dramatically with the capabilities of electronic communication, including social
media outlets, websites, blogs or newsletters. Our success in maintaining, extending and expanding our brand
image depends on our ability to adapt to this rapidly changing media environment. Adverse publicity or negative
commentary from any media outlets could damage our reputation, have a negative effect on our relationship
with counterparties and contractors, and reduce the demand for our homes, which could materially adversely
affect our business, results of operations, financial condition or prospects.
We may suffer uninsured losses or suffer material losses in excess of insurance proceeds.
While we maintain commercial insurance at a level we believe is appropriate against risks commonly insured in
our industry, there is no guarantee that we will be able to obtain the desired levels of coverage on acceptable
terms in the future. Therefore, our properties or developments could suffer physical damage, resulting in losses
that may not be fully compensated by insurance. In addition, certain types of risks may be, or may become,
either uninsurable or not economically insurable, or may not be currently or in the future covered by our
insurance policies. In addition, we could be liable to repair damage to a property or development or construction
defects caused by uninsured risks out of our own funds. We would also remain liable for any debt or other
financial obligation related to the affected property, even if the property is no longer available for its intended
use. Any of the foregoing could have a material adverse effect on our business, results of operations, financial
37
We are exposed to liability claims from third parties.
The nature of our business exposes us to potential liability claims from third parties related to the development
and construction of the units we deliver. We may face legal proceedings as a result of a wide range of events,
including (i) actual or alleged deficiencies in our units (including due to the construction materials used), (ii)
delays and non-compliance with delivery schedules, (iii) non-performance with obligations to buyers of land
plots or third-party contractors and (iv) the conveyance of defective property title or property
misrepresentations. In particular, real estate developers are liable for a ten-year period with respect to any
damages arising from building deterioration, provided that such deterioration is caused by flaws or improper
execution in the design or construction of the building.
The foregoing could result in civil or criminal liability towards third parties, as well as reputational harm,
especially if public safety is impacted. These liabilities may not be insurable or may exceed the insurance limits
of our existing insurance policies, and we may eventually need to divert financial and management resources
from the operation of our business and incur additional costs, which could have a material adverse effect on our
We are dependent on information technology systems, which may fail, be inadequate to the tasks at hand or
be subject to cyber-attack.
We are dependent on sophisticated information technology (“IT”) systems, including in relation to our internal
reporting and the sale of our products. IT systems are vulnerable to a number of problems, such as software or
hardware malfunctions, malicious hacking, physical damage to vital IT centers and computer viruses. IT
systems need regular upgrading; we may be unable to implement necessary upgrades on a timely basis, or at all,
and upgrades, such as for example our new client relation software, may not function as anticipated or may be
subject to vulnerabilities (see “Business—Information Technology”). The rapid growth targeted by our business
strategy depends in part on our IT systems, and we may not be successful in managing that process.
Furthermore, any failure to protect our operations from cyber-attacks could result in the loss of sensitive
information of our business or our customers (including, for example, credit rating, bank data or confidential
information), which could result in reputational damage, litigation and remediation costs. Threats to IT systems
are increasingly sophisticated, and there can be no assurance that we will be able to prevent all threats. Although
we have a business continuity plan in place and we maintain back-up systems for our operations, we may also
incur costs as a result of any failure of our IT systems. A major disruption to our IT systems could have a
material adverse effect on our business, results of operations, financial condition or prospects.
If we fail to maintain an effective system of internal controls, we may not be able to accurately determine
our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial
results, which could materially and adversely affect us.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.
We may in the future discover areas of our internal controls that need improvement. We cannot be certain that
we will be successful in maintaining adequate internal control over our financial reporting and financial
processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will
require significantly more resources to ensure our internal controls remain effective. Additionally, the existence
of any material weakness or significant deficiency would require management to devote significant time and
incur significant expense to remediate any such material weakness or significant deficiency, and management
may not be able to remediate any such material weakness or significant deficiency in a timely manner. The
existence of any material weakness in our internal control over financial reporting could also result in errors in
our financial statements that could require us to restate our financial statements and cause us to fail to meet our
reporting obligations, all of which could have a material adverse effect on our business, results of operations,
financial condition or prospects.
Natural disasters and severe weather conditions could delay delivery and increase costs of new homes in
affected areas.
Certain of our homebuilding operations are conducted in areas that are subject to natural disasters, including
earthquakes, droughts, floods, wildfires and severe weather. The occurrence of natural disasters or severe
weather conditions can delay new home deliveries, increase costs by damaging inventories and lead to shortages
of labor and materials in areas affected by the disasters, and can negatively impact the demand for new homes in
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affected areas. If our insurance does not fully cover business interruptions or losses resulting from these events,
it could have a material adverse effect on our business, results of operations, financial condition or prospects.
Changes in demographic patterns may adversely affect demand for our homes.
Long-term demand for new residential property is directly related to, inter alia, population growth and the rate
of new household formation. These trends, along with the general perception among consumers of the
continuous increase in property prices over time, have, in the past, contributed to an increase in home ownership
and demand for new residential property in Spain. However, the population in Spain, which growth was one of
the main drivers of the real estate boom that ended in 2007, has steadily decreased since 2012. According to the
Spanish Statistical Office’s forecasts, the population in Spain will continue to decrease in coming years from
46.4 million in 2016 to 45.9 million in 2030/2031. A decrease in residential property demand due to population
decrease (including as a result of changes in foreign and intra-country immigration trends), lower levels of
household formation (including as a result of a decrease in the divorce rate) and other demographic changes in
the regions where we operate could adversely affect demand for our homes and have a material adverse effect
on our business, results of operations, financial condition or prospects.
Risks Relating to the Offering and the Shares
There can be no assurance that we will be able to pay dividends in the future.
In the short term, we intend to devote our general cash flows to continue growing our business as we reach our run-
rate levels. In the period from approximately three to six years from the date of this Prospectus, we are targeting a
free cash flow to equity payout ratio of over 80%. After the sixth year from the date of this Prospectus, our
dividend profile will be defined depending on the cycle. See “Dividend Policy” for further details on our dividend
policy.
However, our ability to pay dividends may be limited as a result of contractual restrictions imposed by the financial
covenants set forth in the financing agreements to which we are party (see “—We are exposed to risks associated
with our indebtedness”) and may be adversely affected by the risks described in this Prospectus including as a
result of our inability to generate enough cash flows for failure to complete residential or commercial development
projects. Dividends depend on our earnings and financial condition, our cash requirements, capital expenditure and
investment plans, regulatory requirements and other factors that we deem relevant from time to time. There can be
no assurance that we will be able to pay dividends in the future.
After the Offering, the Santander Entities and the BBVA Entities will continue to be able to exercise
significant influence over us, our management and our operations.
As at the date of this Prospectus, the Santander Entities and the BBVA Entities hold, together, 99.96% of our
issued share capital. Immediately following the Offering, the Santander Entities and the BBVA Entities will hold
at least 50.59%% and 19.70% of our issued share capital, respectively (provided that the Over-Allotment Option is
fully exercised). As a result, the referred entities will be able to exercise substantial influence over our management
and operations and over our shareholders’ meetings, such as in relation to the payment of dividends, mergers or
other business combinations, the acquisition or disposal of substantial assets, the issuance of equity or other
securities, the appointment of the majority of the directors to the Board of Directors, the adoption or amendment of
our bylaws and in general, the adoption of any other decision to be taken by our Board of Directors. Furthermore,
significant ownership of the Santander Entities and the BBVA Entities may: (i) delay or deter a change of control
of the Company, including deterring a third party from making a takeover offer for the Company; (ii) deprive
our shareholders of an opportunity to receive a premium for the Shares they own as part of a sale of the
Company; and (iii) affect the liquidity of the Shares, each of which could have a material adverse effect on the
market price of the Shares. We cannot assure you that the interests of our controlling shareholders will coincide
with the interests of purchasers of the Shares.
Significant shareholders
As of the date of this Prospectus, the Santander Entities and the BBVA Entities hold 99.96% of our issued share
capital. On completion of the Offering, the Santander Entities and the BBVA Entities are expected to own
approximately 53.31% and 20.85%, respectively, of the Company’s ordinary shares (assuming no exercise of the
Over-allotment Option) or approximately 50.59% and 19.70%, respectively, of the Company’s ordinary shares
(assuming the Over-allotment Option is fully exercised). The Santander Entities and the BBVA Entities have not
39
expressed any commitment or undertaking to remain a significant shareholder with representation on the
Company’s Board of Directors, other than the 180 days lock-up commitment which is usual in this kind of
transactions. Therefore, the Selling Shareholder may freely decide to divest from the Company at any time after
such 180-day period as part of the investment strategy of the private funds that own it.
There is no public market for the Shares, and we cannot assure you that an active trading market for the
Shares will develop.
The Offering will be the initial public offering of the Shares of the Company. Prior to the Offering, there has been
no public market for the Shares. We will apply to list the Shares on the Spanish Stock Exchanges and to have the
Shares quoted on AQS. Any failure or delay in listing the Shares will likely affect the liquidity and trading of the
Shares. Even if the Shares are listed, we cannot assure you that an active trading market for the Shares will develop
or, if developed, that it or our listing on the Spanish Stock Exchanges will be sustained or will result in a liquid and
active trading market of the Shares.
Furthermore, if the Selling Shareholders and the Joint Global Coordinators agree to reduce the number of Offered
Shares, the liquidity and trading price of the Shares could be negatively affected.
We cannot assure you that the Offering Price will match the future price of the Shares following the
Offering.
The Offering Price has not been established in public trading markets. The Offering Price Range (which is
indicative and is not binding) has been determined by negotiations among us, the Selling Shareholders and the
Joint Global Coordinators, without reliance on any third-party expert to assess the value of the Shares. We cannot
assure you that, following the Offering, the Shares will trade at price equal to or higher than the Offering Price and,
as a result, you may lose all or a portion of your investment.
Future issuances or sales of Shares after the Offering could negatively affect the market price of the Offered
Shares.
Issuances or sales of a substantial number of Shares in the public market following the Offering, or the perception
that such issuance or sale might occur, could adversely affect the market price of the Offered Shares and/or our
ability to raise capital through a future public offering of Shares. We have agreed, subject to certain limited
exceptions, not to issue, offer nor sell any Shares during a period of 180 days following Admission without the
prior written consent of the Joint Global Coordinators, subject to certain exceptions. The Santander Entities and
the BBVA Entities have agreed to similar restrictions, prohibiting sales of Shares during the 180 days following
Admission. See “Plan of Distribution.”
Following the expiration of these periods, the Santander Entities and the BBVA Entities will be free to sell Shares,
and we will be free to issue new Shares through public or private offerings. Future issuances of Shares could dilute
the percentage of ownership or interest of holders, and future issuances or sales of Shares could adversely affect the
market price of the Offered Shares.
The market price of the Shares could be volatile and subject to sudden and significant declines outside of
our control.
The market price of the Shares may be volatile. Any changes in our results of operations and financial condition or
factors outside our control, such as changes in the results of operations and financial condition of our competitors,
negative publicity, stock market analyst recommendations on the Company or its industry and changes in
conditions in the financial markets, may have a significant effect on the market price of the Shares. In addition,
during the past few years, the securities markets in Spain and worldwide have experienced significant volatility in
prices and trading volumes. This volatility could have a negative impact on the market price of the Shares,
irrespective of our financial condition and results of operations.
Overseas shareholders may have only limited ability to bring actions or enforce judgments against the
Company or its directors.
The ability of an overseas shareholder to bring an action against the Company may be limited under law. The
Company is a sociedad anónima incorporated in Spain and all its assets are located in Spain. The rights of holders
of the Company’s Shares are governed by Spanish law and by the Company’s bylaws. These rights differ in certain
40
respects from the rights of shareholders in comparable U.S. corporations and some other non-Spanish corporations.
In addition, the current directors and officers of the Company are residents of Spain and their assets are essentially
located in Spain. Consequently, it may not be possible for an overseas shareholder to effect service of process upon
the Company or its directors and officers within the overseas shareholder’s country of residence or to enforce
against the Company or its directors or officers judgments of courts of the overseas shareholder’s country of
residence based on civil liabilities under that country’s securities laws. An overseas shareholder may not be able to
enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries
other than Spain against the directors or officers of the Company who are residents of Spain or countries other than
those in which judgment is made. In addition, Spanish or other courts may not impose civil liability on the directors
or officers in any original action based solely on foreign securities laws brought against the Company or its
directors or officers in a court of competent jurisdiction in Spain or other countries. See “Enforceability of Civil
Liabilities.”
If the Company was determined to be a passive foreign investment company, the determination would result
in certain potentially adverse U.S. federal income tax consequences to U.S. holders of Shares.
Generally, a corporation organized or incorporated outside the United States is a passive foreign investment
company (“PFIC”) in any taxable year in which, after taking into account the income and assets of certain
subsidiaries, either (i) at least 75% of its gross income is classified as “passive income” or (ii) at least 50% of the
average quarterly value of its assets is attributable to assets that produce or are held for the production of passive
income. Based on the present nature of its activities and the present composition of its assets and sources of
income, the Company does not expect that it should be treated as a PFIC for the current taxable year or in the
foreseeable future. However, the PFIC determination is made annually, and the Company’s status could change
depending, among other things, upon changes in the composition and relative values of the Company’s assets and
the market value of the Shares. In addition, the analysis depends, in part, on the application of complex U.S. federal
income tax rules that are subject to differing interpretations. Accordingly, no assurances can be given that the
Company will not be a PFIC in the current or any future taxable year. If the Company were a PFIC in any taxable
year, U.S. holders may suffer adverse tax consequences. For more information, see “Taxation—Certain U.S.
Federal Income Tax Considerations—Passive Foreign Investment Company Rules”.
The Offering will be automatically revoked if the Shares are not admitted to listing on the Spanish Stock
Exchanges.
We will apply to have the Shares listed on the Spanish Stock Exchanges and to have the Shares quoted on the
AQS. If we are unable to list the Shares prior to 11:59 p.m., Madrid time, on February 28, 2018, the Offering will
be automatically revoked, and all sales will be terminated. If that is the case, the Selling Shareholders will be
obliged to reimburse investors for any amounts paid in exchange for the Offered Shares, in addition to any interest
(at the legal interest rate currently in effect in Spain, which is, as of the date of this Prospectus, 3.0%) from the date
investors paid for the Offered Shares until and including the date investors are reimbursed.
Shareholders in countries with currencies other than the euro will be exposed to exchange rate risks.
Shareholders resident in countries that have not adopted the euro as the official currency may be exposed to an
additional risk related to variations in the rate of exchange between the currency of their country of residence and
the euro. The Shares will be quoted in euro, and any dividend distributed in the future will also be denominated in
euro. There can be no assurances that a shareholder’s investment in the Shares will not be negatively affected by
variations in the exchange rate between the euro and such other currency.
Shareholders in certain jurisdictions other than Spain may not be able to exercise their preferential
subscription rights to acquire further Shares when new Shares are issued.
Pursuant to Spanish corporate law, holders of Shares generally have the right to subscribe and pay for a sufficient
number of Shares to maintain their relative ownership percentages prior to the issuance of any new Shares.
However, holders of Shares in certain jurisdictions outside the EU may not be able to exercise preferential
subscription rights unless applicable securities law requirements are complied with or exemptions are available.
We may determine it is not in our best interests to comply with such formalities, and there can be no assurance that
such exemptions will be available. Any affected shareholder may lose those preferential subscription rights, and, as
a result, the proportionate interest of such shareholder in the Company may be diluted. In particular, holders of
Shares resident in the United States may not be able to exercise any future preferential subscription rights in respect
of the Shares they hold unless a registration statement under the Securities Act is effective or an exemption from
41
the registration requirements is available. No assurance can be given that we would file or have declared effective
any such registration statement, that any exemption from such registration requirements would be available to
allow for the exercise of the preferential subscription rights of U.S. holders or that we would utilize an exemption if
one is available.
The Offered Shares will not be freely transferable in the United States.
Any Offered Shares offered and sold to investors located in the United States will be “restricted securities” (as
defined in Rule 144 under the Securities Act), and the Offered Shares may not be reoffered, resold, pledged or
otherwise transferred, except (i) outside the United States in accordance with Rule 903 or Rule 904 under
Regulation S, (ii) to a QIB in a transaction that is exempt from registration under the Securities Act and that meets
the requirements of Rule 144A, (iii) pursuant to an effective registration statement under the Securities Act, (iv) in
accordance with Rule 144 under the Securities Act or (v) in another transaction not requiring registration under the
Securities Act, and, in each case, in accordance with any applicable securities laws of any state of the United States
or any other jurisdiction.
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CERTAIN TERMS AND CONVENTIONS
As used herein, the following terms shall have the meanings indicated:
“active units” means units of residential developments that have been launched in accordance with our
development process. See “Business—Residential Development—Preparation (two months).”
“APMs” means alternative performance measures.
“Appraisers” means, collectively, CBRE and Savills.
“ASP” means average sales price.
“Banco Popular” means Banco Popular Español, S.A.
“Banco Santander” means Banco Santander, S.A.
“Bank of Spain” means the Banco de España.
“BBVA” means Banco Bilbao Vizcaya Argentaria, S.A.
“BBVA Entities” means Banco Bilbao Vizcaya Argentaria, S.A., Anida Operaciones Singulares, S.A., BBVA
Propiedad, S.A., Arrels CT Finsol, S.A., Arrels CT Patrimoni i Projectes, S.A., Anida Desarrollos Inmobiliarios,
S.L., L Eix Immobles, S.L., Arrahona Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios,
S.A., Gescat, Gestio de Sol, S.L. and Prov-Infi-Arrahona, S.L.
“Blackstone” means The Blackstone Group L.P.
“Board of Directors” means the Board of Directors of the Company.
“CBRE” means CBRE Group Inc. and its affiliates.
“CBRE Valuation Report” means the valuation report prepared by CBRE and dated December 13, 2017 in
connection with part of our property portfolio at September 30, 2017.
“developable land” or “clasificado” means land where an urban development is feasible pursuant to the
General Plan.
“EBITDA” means Net Development Margin minus impairment of inventories plus services rendered plus other
incomes minus employee benefit expenses minus external services expenses (except for commercial and
marketing costs).
“EIU” means Economist Intelligence Unit.
“ESMA” means the European Securities and Markets Authority.
“EU” means the European Union.
“EURIBOR” means the Euro Interbank Offered Rate.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Facility Agreement” means the term loan facility agreement entered into by the Company with a syndicate of
lenders on December 1, 2017.
“fully permitted land” or “finalista” means land suitable for development where specific zoning, the relevant
planning execution instruments and the allotment project have been approved.
“GAV” means gross asset value.
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“GDV” means estimated gross development value.
“Gross Development Margin” means sales of inventories minus change in inventories.
“HSE” means health, safety and environment.
“inventory” means land plots and other properties held for sale or for integration into a real estate development.
“LTC” means loan-to-cost.
“LTM” means last twelve months.
“LTV” means loan-to-value.
“MAR” means Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014
on market abuse.
“Metrovacesa Arrendamiento” means Metrovacesa Promoción y Arrendamiento, S.A.
“MVCSA” means our predecessor company Metrovacesa, S.A., which was liquidated on October 31, 2016.
“Net Development Margin” means Gross Development Margin minus commercial and marketing costs
registered in external services expenses.
“NAV” means net asset value.
“NNAV” means net NAV.
“non-urban land” or “no urbanizable” means land where the local general plan of the relevant municipality
(normally a General Plan, or Plan General) does not allow for urban developments.
“organized urban land” or “ordenado” means land for which a partial plan has been approved and has detailed
planning (i.e., urban roads and streets, open spaces and private land plots (with concrete parameters concerning
their use and buildable heights and depths, etc.), among other things, have been designed).
“Permits” means any building, urbanization and environmental permits, licenses and other approvals from
relevant administrative authorities.
“RICS” means The Royal Institution of Chartered Surveyors.
“Santander Entities” means Banco Santander, S.A., Altamira Santander Real Estate, S.A., Luri 6, S.A., Banco
Popular Español, S.A., Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A.
“Savills” means Savills Consultores Inmobiliarios, S.A.
“Savills Valuation Reports” means the valuation reports prepared by Savills in connection with part of our
property portfolio and the property portfolio of Metrovacesa Arrendamiento, dated December 12, 2017 and
November 23, 2017, respectively.
“Selling Shareholders” means, collectively, the Santander Entities (excluding Banco Santander, S.A., Banco
Popular Español, S.A., Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A.) and the BBVA Entities
(excluding Banco Bilbao Vizcaya Argentaria, S.A.).
“Spanish Companies Act” means the Real Decreto Legislativo 1/2010, de 2 de julio, que aprueba el Texto
Refundido de la Ley de Sociedades de Capital, as amended.
“Spanish Ministry of Public Works and Transport” means the Ministerio de Fomento de España.
“Spanish Statistical Office” means the Instituto Nacional de Estadística.
44
“sqm” means square meter(s).
“Transaction” means the contribution to the Company of Metrovacesa Arrendamiento through two in-kind
capital increases.
“Valuation Reports” means, collectively, the CBRE Valuation Report and the Savills Valuation Reports.
All references to “Metrovacesa” and “Company” in this Prospectus are to “Metrovacesa, S.A.” All references to
“we,” “us,” “our” or “Group” are to the Company and its consolidated subsidiaries, unless otherwise indicated
or the context otherwise requires.
All references to “Spain” are to the Kingdom of Spain, and all references to “United States” or “U.S.” herein are
to the United States of America.
Unless otherwise specified herein or the context otherwise requires, all references in this Prospectus to “euros”
and “€” are to the common lawful currency of the member states participating in the third stage of the European
Economic and Monetary Union, including Spain, and all references in this Prospectus to “U.S.$,” “dollars” and
“U.S. dollars” are to United States dollars, the official currency of the United States.
45
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
Financial Statements
The financial information presented in this Prospectus is provided for information purposes only and is not
necessarily indicative of our future results of operations.
This Prospectus includes an English translation of our (i) audited interim consolidated financial statements and
related notes thereto as of and for the nine-month period ended September 30, 2017 (the “Interim Financial
Statements”) and (ii) audited consolidated financial statements and related notes thereto as of and for the year
ended December 31, 2016 (the “Annual Financial Statements” and, together with the Interim Financial
Statements, the “Financial Statements”). Our Annual Financial Statements have been prepared in accordance
with International Financial Reporting Standards as adopted by the EU (“IFRS-EU”). Our Interim Financial
Statements have been prepared in accordance with the requirements of International Accounting Standard (IAS)
34, “Interim Financial Reporting”, as adopted by the European Union, for the preparation of complete interim
financial statements, and other provisions of the financial reporting framework applicable in Spain.
The Annual Financial Statements were audited by PricewaterhouseCoopers Auditores, S.L., who issued an
unqualified opinion. Our Annual Financial Statements also include, for comparative purposes, unaudited
financial information related to the real estate development business of MVCSA as of and for the year ended
December 31, 2015. In their report, PricewaterhouseCoopers Auditores, S.L. included two emphasis of matter
paragraphs indicating that (i) the Annual Financial Statements were the first financial statements we prepared
under IFRS-EU and (ii) the Company is the result of the spin-off of the real estate development business of
MVCSA and that the comparative figures included in the Annual Financial Statements refer to the real estate
development segment of MVCSA existing as of the date of such spin-off. Such emphasis of matter paragraphs
had no effect in the report issued by PricewaterhouseCoopers Auditores, S.L. For additional information see
notes 1 and 2 to our Annual Financial Statements.
The Interim Financial Statements were audited by PricewaterhouseCoopers Auditores, S.L., who issued an
unqualified opinion. The financial information for the nine-month period ended September 30, 2016 included in
our Interim Financial Statements for comparative purposes has not been audited or reviewed.
Pursuant to Spanish regulatory requirements, our Financial Statements are required to be accompanied by a
directors’ report. The directors’ reports are included in this Prospectus only in order to comply with such
regulatory requirements. Investors are strongly cautioned that the directors’ reports contain information as of
specific historical dates and do not contain a current description of our business, affairs or results. The
information contained in the directors’ reports has been neither audited nor prepared for the specific purpose of
this Prospectus. Accordingly, the directors’ reports should be read together with the other sections of this
Prospectus, and particularly “Risk Factors” and “Operating and Financial Review.” Any information contained
in the directors’ reports is deemed to be modified or superseded by any information contained elsewhere in this
Prospectus that is subsequent to or inconsistent with it. Furthermore, the directors’ reports include certain
forward-looking statements that are subject to inherent uncertainty (see “Important Information” and “Forward-
Looking Statements”). Accordingly, investors are cautioned not to rely upon the information contained in such
directors’ reports.
The financial information included in this Prospectus is expressed in euros unless otherwise indicated.
The financial information included in this Prospectus is not intended to comply with the reporting requirements
of the U.S. Securities and Exchange Commission. Compliance with such requirements would require the
modification or exclusion of certain information presented in this Prospectus and the presentation of certain
other information not included in this Prospectus.
Changes in Presentation
To improve the presentation of our results of operations, we present, in our consolidated income statement for
the nine-month period ended September 30, 2017 and for the corresponding comparative period, the line item
“Changes in value of investment property” within our consolidated “Profit/(loss) from operations.” Up to the
46
year ended December 31, 2016, “Changes in value of investment property” was presented outside “Profit/(loss)
from operations.”
In addition, in our consolidated balance sheet as of September 30, 2017 we present “Tax receivables” and “Tax
payables” as part of “Trade and other receivables” and “Trade and other payables,” respectively, while in our
consolidated balance sheets as of December 31, 2016 and 2015 we presented them as separate line items.
In order to facilitate the comparison of our results of operations and financial position, the financial information
for the years 2016 and 2015 included herein is presented based on the presentation followed in our Interim
Financial Statements, and which we expect will be the presentation adopted going forward. The discussion of
our results of operations for the year ended December 31, 2016 and 2015 in the “Operating and Financial
Review” section is described under our new presentation structure.
Pro Forma Consolidated Financial Information
This Prospectus also includes pro forma consolidated financial information as of and for the nine-month period
ended September 30, 2017 (the “Pro Forma Consolidated Financial Information”), which has been prepared
solely to illustrate, on a pro forma basis, the impact on our financial statements of the Transaction. The Pro
Forma Consolidated Financial Information is presented solely for illustrative purposes and reflects estimates and
certain assumptions made by our management that are considered reasonable under the circumstances and
information existing as of the date of preparation of such information. Actual adjustments may differ materially
from the information presented in the Pro Forma Consolidated Financial Information. See “Pro Forma
Consolidated Financial Information” for additional information on the basis of preparation of our pro forma
consolidated financial information.
On January 9, 2017, PricewaterhouseCoopers Auditores, S.L. issued a Special Independent Auditor’s Report in
accordance with ISAE 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus with respect to this Prospectus, a copy of which is included elsewhere
herein. The work related to the above mentioned Special Independent Auditor’s report has not been carried out
in accordance with auditing or attestation standards generally accepted in the United States of America and,
accordingly, should not be relied upon as if it had been carried out in accordance with those standards.
The Pro Forma Consolidated Financial Information relates to a hypothetical situation and therefore does not
purport to represent, and does not represent, what the consolidated financial condition or the consolidated results
of operations of the Company as a whole would have been had the Transaction occurred on the dates indicated
or any other date, nor is the Pro Forma Consolidated Financial Information indicative of our future results of
operations or our financial condition. In accordance with Annex II of the Prospectus Regulation, the adjustments
included in the Pro Forma Consolidated Financial Information are those directly attributable to the Transaction
and are factually supportable and are complete and admissible for purposes for which the Pro Forma
Consolidated Financial Information is presented. For additional information, see our Pro Forma Consolidated
Financial Statements, including the notes thereto, included elsewhere in this Prospectus.
The Pro Forma Consolidated Financial Information was prepared in accordance with the provisions of Annex II
of the Prospectus Regulation, taking into account the recommendations of the ESMA for consistently
implementing this regulation (ESMA/2013/319), bearing in mind the clarifications contained in document
ESMA 31-62-780. The Pro Forma Consolidated Financial Information was not prepared in accordance with
Article 11 of Regulation S-X of the U.S. Securities and Exchange Commission.
Alternative Performance Measures
This Prospectus contains certain APMs, which our management uses to evaluate the Group’s overall
performance, such as Gross Development Margin, EBITDA, net financial debt, LTV and LTC. APMs have
limitations as analytical tools and should not be considered as an alternative to, amongst others, profit or loss for
the period or any other performance measures derived in accordance with IFRS-EU or as an alternative to cash
flows from operating, investing or financing activities, as a measure of our liquidity derived in accordance with
IFRS-EU. APMs are not measures of our financial performance or liquidity under IFRS-EU, are not audited or
reviewed by the Group’s independent auditors and are not measurements required by, or presented in
accordance with IFRS-EU.
47
Many of these APMs, as we define them, are based on our own internal estimates, assumptions, calculations and
expectations of future results, and there can be no guarantee that these results will actually be achieved. Other
companies in our industry may calculate similarly titled measures differently than we do, such that disclosure of
similarly titled measures by other companies may not be comparable with ours. Investors are advised to review
these APMs in conjunction with our Financial Statements and their respective accompanying notes included in
this Prospectus and the related discussion thereof set forth in this Prospectus (see “Operating and Financial
Review—Alternative Performance Measures (APMs)”). Furthermore, investors are cautioned not to place undue
reliance on these APMs.
We believe that the APMs contained in this Prospectus comply with the “European Securities and Markets
Authority Guidelines on Alternative Performance Measures” published in June 2015 and the “Q&A on
Alternative Performance Measures Guidelines” published in October 2017 (the “ESMA Guidelines”).
Rounding
Certain numerical figures presented in this Prospectus have been subject to rounding adjustments for ease of
presentation. Accordingly, amounts shown as totals in tables or elsewhere may not be an arithmetic aggregation
of the numbers that precede them. In addition, certain percentages presented in the tables in this Prospectus
reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform
exactly to the percentages that would be derived if the relevant calculation were based upon the rounded
numbers.
Trademarks
We own or have rights to certain trademarks, trade names, service marks or applicable copyright notices that we
use in connection with the operation of our business. We assert to the fullest extent under applicable law, our
rights to our trademarks, trade names, service marks and applicable copyright notices. Solely for convenience,
the trademarks, trade names, service marks or applicable copyright notices appearing in this Prospectus are
listed without the applicable ®, © or ™ symbols.
Legislation
This Prospectus refers to various statutes, directives and other legislation and regulations. Unless specified to the
contrary, all such references are to the laws of Spain.
MARKET AND INDUSTRY INFORMATION
Certain of the market, market share, industry and certain other data contained in this Prospectus has been taken
from, or based upon, industry reports and other sources named in the sections of this Prospectus entitled
“Business” and “Industry Overview.” Industry surveys and publications generally state that the information
contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness
of such information are not guaranteed. The Company believes that these industry publications, surveys and
forecasts are reliable but the Company has not independently verified them and cannot guarantee their accuracy
or completeness and certain of this information, including market studies, are frequently based on information
and assumptions which may not be exact or appropriate, and their methodology is by nature forward-looking
and speculative.
Market information regarding Aedas Homes, S.A.U. (“Aedas”) is derived principally from the prospectus filed
by Aedas with the CNMV on October 5, 2017 and its market update filed on December 7, 2017, and market
information regarding Neinor Homes, S.A. (“Neinor”) is derived principally from the third quarter 2017 results
presentation filed by Neinor with the CNMV on October 31, 2017.
Where information contained in this Prospectus has been sourced from a third party, the Company and the
directors confirm that such information has been accurately reproduced and, so far as they are aware and have
been able to ascertain from information published by third parties, no facts have been omitted that would render
the reproduced information inaccurate or misleading. Where information in this Prospectus has been sourced
from third parties, the source of such information has been clearly stated adjacent to the reproduced information.
48
This Prospectus also contains estimates of market data and information derived therefrom which cannot be
gathered from publications by market research institutions or any other independent sources. Such
information is prepared by the Company based on third-party sources and the Group’s own internal
estimates. While the Company believes that these estimates of the Group’s competitive position and market
share are helpful in order to give investors a better understanding of the Group’s position within the
industry in which the Company operates, in many cases there is no publicly available information
supporting theses estimates. Although the Company believes the Group’s internal market observations are
reliable, the Group’s own estimates are not reviewed or verified by any external sources. Accordingly,
investors are cautioned not to place undue reliance on such estimates. Whilst the Company is not aware of
any misstatements regarding the industry, market share or similar data presented in this Prospectus, such
data involves risks and uncertainties and is subject to change based on various factors, including those
discussed under the heading “Risk Factors” in this Prospectus.
VALUATION
Valuation Reports
As requested by us, CBRE, external independent real estate appraiser whose business address is Edificio Calle
Castellana 200, Paseo de la Castellana, 202 8a, 28046, Madrid, prepared the CBRE Valuation Report. In
addition, as requested by us, Savills, external independent real estate appraiser whose business address is at José
Abascal, 45, 28003 Madrid, prepared the Savills Valuation Reports. As of the date of this Prospectus, only
CBRE was a valuation company officially recognized by, and registered with, the Bank of Spain according to
Royal Decree 775/1997, of May 30. Notwithstanding the foregoing, both Appraisers are qualified as Members
of the RICS.
The Appraisers have authorized the inclusion of the Valuation Reports in this Prospectus and have accepted
responsibility for their content vis-à-vis their addressees. The CBRE Valuation Report and the Savills Valuation
Reports are annexed to this Prospectus as Annex I and Annex II, respectively. The selection of two Appraisers
to value our land bank portfolio was motivated by the size of our land bank, the promotion of transparency in
the valuation and the results obtained, to guarantee independence of the Appraisers and to give us flexibility to
change and rotate Appraisers in the future.
The valuations in the Valuation Reports are based on the Appraisers’ estimate of the market prices that could be
obtained for our assets at the date of the valuation, i.e., September 30, 2017. However, the valuation of property
is inherently subjective due to the individual nature of each property. The Valuation Reports have been prepared
by the Appraisers on the basis of certain information provided by us, most of which was not independently
verified. Furthermore, the Valuation Reports also include special assumptions regarding the following land
plots: (i) UE-1Vinival - Alboraya (CBRE Valuation Report), (ii) Las Tres Xemenies (CBRE Valuation Report),
and (iii) Alcorcón Valdepolo I-IV, Distrito Norte (Alcorcón) and Promotora MVC (Alcorcón Metropromo)
(Savills Valuation Report).
The value of the properties in the Valuation Reports has been assessed on the basis of market value as it is
defined by the latest edition of the RICS Valuation Standards: “the estimated amount for which an asset or
liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length
transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without
compulsion.”
According to the methodology used by the Appraisers, the aggregate market value of the assets included in the
Valuation Reports amounted €2.6 billion as of September 30, 2017. Such amount is split as follows:
(i) assets included in the CBRE Valuation Report were valued on a 100% ownership basis (i.e., reflecting
the ownership interest in certain joint ventures) at €925 million;
(ii) assets included in the Savills Valuation Reports of the Company were valued on a 100% ownership
basis (i.e., reflecting the ownership interest in certain joint ventures) at €1.3 billion; and
(iii) assets included in the Savills Valuation Reports of Metrovacesa Arrendamiento were valued on a 100%
ownership basis (i.e., reflecting the ownership interest in certain joint ventures) at €324 million.
49
CBRE Valuation Report
The valuation methodology used by CBRE is the “comparables method,” on the basis of which it calculates
GDV. Once the GDV is calculated, the valuation methodology used is the “residual development method,”
which is a cash flow analysis that seeks to determine the price per sqm of each development. This analysis
consists in deducting from the gross development value of a given development, the development costs from the
estimated total value of a completed development and adding the profit margin that a developer would seek,
taking into consideration the development risks involved, including timing reflected by increased development
margins. The net amount obtained or “residual” amount represents the price that would be offered for the
property in question. All properties were valued individually and no premium or discount was taken into
account.
The following table summarizes the variables used by CBRE in determining the residual value of the property:
Gross Development Value Development Margin

Average price/sqm: • Work in Progress
• Residential: €1,200-4,000 (“WIP”): 7-18%
• Social housing: €1,200-2,000 • Fully permitted land:
• Commercial: €400-2,400 18-22%
• Land under land-
permitting process: 23-
30%
The CBRE Valuation report states that all assets were valued as at September 30, 2017, prior to the referendum
held on October 1 2017, concerning the independence of Catalonia. As a result, CBRE recommends that the
valuation is kept under regular review and that specific market advice is obtained if the Company wishes a
disposal of an asset following the date of the valuation.
Savills Valuation Reports
Savills prepared two valuation reports, one for the assets of the Company and the other for the assets of
Metrovacesa Arrendamiento, in each case as of September 30, 2017. Savills used primarily a discounted cash
flow method with an unlevered discount rate (IRR) that varies depending on the development stage, pre-sales
level and the urban planning status of each plot of land. In the case of residential land plots, the method used by
Savills assumes for WIP an IRR range between 6 to 12% and for land an IRR range between 12 to 20%
(depending on the specific urban permitting status of each land plot, i.e., fully permitted land plots discounted at
the lower end of the range, and land plots under the land-permitting process discounted at the higher end of the
range). Timing is also taken into account in the discounted cash flow method as Savills allows for ad hoc
periods to achieve permits, constructions licenses, execute urbanization and construction works (including
staggered construction phasing in the larger land plots) and other development milestones. In the case of
commercial land plots, the method assumes an IRR range between 10 to 13%. Savills’ valuation method does
not take into consideration inflation.
Sensitivity Analysis
Following its methodology, the key assumptions included by the Appraisers in the Valuation Reports are the
discount rate and the sale price.
In the case of the discount rate, we have made a sensitivity analysis of +/- 100 basis points, based on the
different economic scenarios forecast in the short and medium term, as well as the rate of return that would be
required by other developers with different characteristics to the Company.
Based on these changes over discount rate, and assuming that the remaining variables remain constant, the
valuation of our property portfolio included in the Valuation Reports would be affected as follows:
50
Valuation Reports
+100 basis points -100 basis points
Assumption Increase (Decrease)
(in millions of euros)
Change in appraised values (CBRE Valuation Report) (58) 63
Change in appraised values (Savills Valuation Reports) (122) 133
Total Change in appraised values (180) 196
In addition, we have requested the Appraisers to perform a sensitivity analysis in relation to its valuation of
GAV of our property portfolio considering a 1%, 5% and 10% fall and increase in house sale prices in the base
scenario without subsequent price growth for fully permitted land and the other variables remaining constant.
The sensitivity of increases and decreases in prices only affects residential land plots (€ 1,893 million GAV, as
of September 30 2017) and the valuation of our portfolio included in the Valuation Reports would be affected as
follows:
Market
Sales Price +10% +5% +1% -1% -5% -10%
Value
(GAV in millions of euros)
CBRE Valuation Report 1,261 1,072 953 925 896 778 635
Savills Valuation Reports 1,864 1,759 1,675 1,653 1,632 1,546 1,437
Total Valuation Reports 3,125 2,831 2,628 2,578 2,528 2,324 2,072
Company’s Declaration
Except for the in-kind capital contribution of Metrovacesa Arrendamiento to the Company in accordance with
the Transaction, since the date of the valuations included in the Valuation Reports (i.e., since September 30,
2017), there have been no material changes in our assets that were the subject of such valuation. For additional
information about the Transaction see “Pro Forma Financial Information.”
51
EXPECTED TIMETABLE OF PRINCIPAL EVENTS AND OFFERING STATISTICS
Expected Timetable of Principal Events
Event Date
Registration of this Prospectus with the CNMV.............................................................. January 19, 2018
Commencement of the book-building period in which proposals are made by
Qualified Investors ...................................................................................................... January 22, 2018
Finalization of book-building period ............................................................................... February 1, 2018
Execution of Underwriting Agreement............................................................................ February 1, 2018
Publication of a relevant fact disclosure with the final size of the Offering .................... February 1, 2018
Selection of offers to buy Shares ..................................................................................... February 1, 2018
Confirmation of offers to buy Shares .............................................................................. February 1, 2018
Final allocation of Shares ................................................................................................ February 1, 2018
Transaction date of the Offering and publication of relevant fact disclosure
(Transaction Date) (on or about) ................................................................................ February 2, 2018
Admission and commencement of Stabilization Period (on or about)............................. February 5, 2018
Settlement Date (on or about) .......................................................................................... February 6, 2018
End of Stabilization Period .............................................................................................. March 7, 2018
Each of the dates in the above timetable is subject to change, without prior notice, in which case the
Company will file a relevant fact disclosure (“hecho relevante”) with the CNMV.
Offering Statistics
Indicative Offering Price Range (per Share) ................................................................... €18.00-€19.50

Number of Offered Shares to be sold by all the Selling Shareholders in the Offering 39,130,435 (25.80% of
assuming no exercise of the Over-Allotment Option ................................................... share capital)
Number of Offered Shares to be sold by the Selling Shareholders of the
Santander Entities in the Offering assuming no exercise of the Over- 27,510,711 (18.14% of
Allotment Option ........................................................................................... share capital)
Number of Offered Shares to be sold by the Selling Shareholders of the
BBVA Entities in the Offering assuming no exercise of the Over- 11,619,724 (7.66% of
Allotment Option ........................................................................................... share capital)
Maximum number of Offered Shares to be sold by all the Selling Shareholders in the 45,000,000 (29.67% of
Offering(1)..................................................................................................................... share capital)
Maximum number of Offered Shares to be sold by the Selling Shareholders 31,637,317 (20.86% of
of the Santander Entities(1) ............................................................................. share capital)
Maximum number of Offered Shares to be sold by the Selling Shareholders 13,362,683 (8.81% of
of the BBVA Entities(1) .................................................................................. share capital)
Initial Offered Shares....................................................................................................... 39,130,435
Additional Shares(2) ......................................................................................................... 5,869,565 (representing
15% of the Initial
Offered Shares)
Estimated gross proceeds of the Initial Offered Shares receivable by the Selling
Shareholders(3)(4)........................................................................................................... €763,043,482.50
Estimated gross proceeds of the Additional Shares receivable by the Selling
Shareholders(4)(5)........................................................................................................... €114,456,517.50
Estimated fees and expenses of the Offering(5)(6) ............................................................. €29,925,000
Estimated net proceeds of the Initial Offered Shares receivable by the Selling
Shareholders(3)(4)(6) ....................................................................................................... €740,152,178.03
Estimated net proceeds of the Additional Shares receivable by the Selling
Shareholders(4)(5)(6) ....................................................................................................... €111,022,821.97
Expected market capitalization of the Company following the Offering ........................ €2,730,174,138 —
€2,957,688,649
(1) Includes the Additional Shares under the Over-Allotment Option.

(2) Refers to the Additional Shares under the Over-Allotment Option.
(3) Assumes that the Offering Price is the high-point of the Offering Price Range.
(4) The Company will not receive any portion of the proceeds resulting from the sale of the Shares, all of which will be paid to the Selling
Shareholders or to such persons as the Selling Shareholders may direct.
52
(5) Assumes that the Over-Allotment Option is exercised in full and that the Offering Price is the high-point of the Offering Price Range.
See “Plan of Distribution—Offering expenses.”
(6) Assumes payment of the maximum amount of the Managers’ discretionary commission (excluding VAT) payable by the Selling
Shareholders. The fees of the Company’s other advisors will be paid by the Company.
53
IMPORTANT INFORMATION
Declaration of Responsibility
Mr Jorge Pérez de Leza Eguiguren, acting in the name and on behalf of the Company, in his capacity as
authorized representative of the Company, accepts responsibility for the information contained in this document.
Having taken all reasonable care to ensure that such is the case, the information contained in this document is, to
the best of his knowledge, in accordance with the facts and contains no omissions likely to affect its import.
Mr Cesáreo Rey-Baltar Oramas, acting in the name and on behalf of the BBVA Entities which are Selling
Shareholders (in particular Anida Operaciones Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A.,
Arrels CT Patrimoni i Projectes, S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona
Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat, Gestio de Sol, S.L. and
Prov-Infi-Arrahona, S.L.), in his capacity as authorized representative, accepts responsibility for the information
referring to the BBVA Entities in sections “Principal and Selling Shareholders” and “Plan of Distribution.”
Having taken all reasonable care to ensure that such is the case, such information contained in “Principal and
Selling Shareholders” and “Plan of Distribution” is, to the best of his knowledge, in accordance with the facts
and contains no omissions likely to affect its import.
Mr Carlos Manzano Cuesta, acting in the name and on behalf of the Santander Entities which are Selling
Shareholders (in particular Altamira Santander Real Estate, S.A. and Luri 6, S.A.), in his capacity as authorized
representative, accepts responsibility for the information referring to the Santander Entities in sections
“Principal and Selling Shareholders” and “Plan of Distribution.” Having taken all reasonable care to ensure that
such is the case, such information contained in “Principal and Selling Shareholders” and “Plan of Distribution”
is, to the best of his knowledge, in accordance with the facts and contains no omissions likely to affect its
import.
Stabilization
In connection with the Offering, Morgan Stanley & Co. International plc, or any of its agents, as Stabilization
Manager, acting also on behalf of the Managers, may (but will be under no obligation to), to the extent
permitted by applicable law, engage in transactions that stabilize, support, maintain or otherwise affect the price
of the Shares, as well as over-allot Shares or effect other transactions, all with a view to supporting the market
price of the Shares at a level higher than that which might otherwise prevail in an open market. Any stabilization
transactions shall be undertaken in accordance with applicable laws and regulations, in particular, with
Commission Regulation (EU) No. 596/2014 of April 16, 2014 of the European Parliament and of the Council of
April 16, 2014 on market abuse (hereinafter in this section, “Regulation (EU) 596/2014”), as regards
exemptions for buy-back programs and stabilization of financial instruments set forth under the Commission
Delegated Regulation (EU) 2016/1052 of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the
European Parliament and of the Council with regard to regulatory technical standards for the conditions
applicable to buy-back programs and stabilization measures (hereinafter in this section, “Delegated Regulation
(EU) 2016/1052”).
The stabilization transactions will be carried out for a maximum period of 30 calendar days from the date of the
commencement of trading of the Shares on the Spanish Stock Exchanges, provided that such trading is carried
out in compliance with the applicable rules, including any rules concerning public disclosure and trade
reporting. The stabilization period is expected to commence on February 5, 2018 and end on March 7 , 2018
(the “Stabilization Period”).
For this purpose, the Stabilization Manager may carry out an over-allotment of Shares in the Offering, which
may be covered by the Stabilization Manager pursuant to a security loan granted by the Altamira Santander Real
Estate, S.A. and Anida Operaciones Singulares, S.A. The Stabilization Manager (i) is not required to enter into
such transactions and (ii) such transactions may be effected on any securities market or otherwise, and may be
taken at any time during the Stabilization Period. However, there is no obligation that the Stabilization Manager
or any of its agents effect stabilizing transactions and there is no assurance that the stabilization transactions will
be undertaken. Such stabilization, if commenced, may be discontinued at any time without prior notice, without
prejudice to the duty to give notice to the CNMV of the details of the transactions carried out under Regulation
(EU) 596/2014 and Delegated Regulation (EU) 2016/1052. In no event will measures be taken to stabilize the
market price of the Shares above the Offering Price. In accordance with Article 5.5 of Regulation (EU)
596/2014 and Article 6.2 of Delegated Regulation (EU) 2016/1052, the details of all stabilization transactions
54
will be notified by the Stabilization Manager to the CNMV no later than closing of the seventh daily market
session following the date of execution of such stabilization transactions.
Additionally, in accordance with articles 5.4 and 5.5 of Regulation (EU) No. 596/2014 and Article 6.3 of
Delegated Regulation (EU) 2016/1052, the following information will be disclosed to the CNMV by the
Stabilization Manager within one week of the end of the Stabilization Period: (i) whether or not stabilization
transactions were undertaken; (ii) the date at which stabilization transactions were initiated; (iii) the date on
which stabilization transactions last occurred; and (iv) the price range within which the stabilization transactions
were carried out, for each of the dates during which stabilization transactions were carried out.
NOTICE TO INVESTORS IN THE UNITED STATES
THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES FOR OFFER OR SALE AS PART OF THEIR
DISTRIBUTION AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES, EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS. THE SHARES OFFERED HEREBY ARE BEING OFFERED AND SOLD IN THE
UNITED STATES ONLY TO QIBS IN RELIANCE ON RULE 144A AND OUTSIDE THE UNITED
STATES IN OFFSHORE TRANSACTIONS AS DEFINED IN, AND IN RELIANCE ON,
REGULATION S. PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT ANY SELLER OF
THE SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. THE SHARES ARE NOT TRANSFERABLE
EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED HEREIN. SEE “SELLING
AND TRANSFER RESTRICTIONS.”
THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER UNITED STATES REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE
UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE
MEANING OF SECTION 10 OF THE SECURITIES ACT.
NOTICE TO INVESTORS IN THE EEA
This Prospectus has been prepared on the basis that all offers of the Shares will be made pursuant to an
exemption under the Prospectus Directive, as implemented in member states of the European Economic Area
(“EEA”), from the requirement to produce a prospectus for offers of the Shares. Accordingly, any person
making or intending to make any offer of the Shares within the EEA should only do so in circumstances in
which no obligation arises for the Company, the Santander Entities, the BBVA Entities and the Managers or any
other person to produce a prospectus for such offer. The Company, the Santander Entities, the BBVA Entities
and the Managers have not authorized, nor do they authorize, the making of any offer of the Shares through any
financial intermediary other than offers made by the Managers, which constitute the final placement of the
Shares contemplated in this Prospectus.
In relation to each member state of the EEA that has implemented the Prospectus Directive (each, a “Relevant
Member State”), with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State, the offer of any Shares that are the subject of the Offering contemplated by this
Prospectus is not being made and will not be made to the public in that Relevant Member State, other than:
(a) to any legal entity that is a “qualified investor” as defined in Article 2(1)(e) of the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) in any Relevant Member State; or (c) in any other circumstances falling within Article 3(2) of the
55
Prospectus Directive; provided that no such offer or sale of the Shares shall require the Company to publish a
prospectus pursuant to the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.
For the purposes of this notice to investors in the EEA, the expression an “offer of the Shares” in relation to the
Shares in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to
purchase the Shares, as the same may be varied in that Relevant Member State by any measure implementing
the Prospectus Directive in that Relevant Member State.
Each purchaser of Shares in the Offering located within a member state of the EEA will be deemed to have
represented, acknowledged and agreed that it is a qualified investor. The Company, the Santander Entities, the
BBVA Entities, the Managers and their affiliates, and others will rely upon the truth and accuracy of the
foregoing representation, acknowledgment and agreement.
For the purposes of this Prospectus, the expression “Prospectus Directive” means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in each Relevant
Member State), and includes any relevant implementing measure in each Relevant Member State of the EEA
and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Prospectus is for distribution only to, and is directed only at, qualified investors who: (i) are persons who
have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FSMA Order”); (ii) are
persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
FSMA Order; or (iii) are other persons to whom they may otherwise lawfully be communicated (all such
persons, including qualified investors, together being referred to as “relevant persons”).
In the United Kingdom, this Prospectus is directed only at relevant persons and must not be acted on or relied on
by anyone who is not a relevant person. In the United Kingdom, any investment or investment activity to which
this Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN CERTAIN OTHER COUNTRIES
For information to investors in certain other countries, see “Selling and Transfer Restrictions.”
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements. These forward-looking statements include matters that are
not historical facts, including the statements under the headings “Summary,” “Risk Factors,” “Business” and
“Operating and Financial Review” and elsewhere regarding future events or prospects. Statements containing
the words “target,” “aim,” “ambition,” “goal,” “objective,” “believe,” “expect,” “intend,” “anticipate,” “will,”
“positioned,” “project,” “risk,” “plan,” “may,” “estimate” or, in each case, their negative and words of similar
meaning are forward-looking statements.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. We caution you that forward-looking
statements are not guarantees of future performance and that our actual financial condition, results of operations
and cash flows, and the development of the industry in which we operate, may differ materially from those
made in or suggested by the forward-looking statements contained in this Prospectus. In addition, even if our
financial condition, results of operations and cash flows, and the development of the industry in which we
operate, are consistent with the forward-looking statements contained in this Prospectus, those results or
developments may not be indicative of results or developments in subsequent periods.
The various factors and uncertainties described under “Risk Factors” could impact our ability to perform our
obligations or to realize revenue in accordance with our expectations. If one or more of these or other risks or
uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary
56
materially from those projected. Any forward-looking statements in this Prospectus reflect our current views
with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to
our operations, results of operations, growth strategy and liquidity. You should specifically consider the risks
and other factors identified in this Prospectus, which could cause actual results to differ, before making an
investment decision. Additional risks that we may currently deem immaterial or that are not presently known
could also cause the forward-looking events discussed in this Prospectus not to occur. Readers should not place
undue reliance on any forward-looking statements.
These forward-looking statements speak only as of the date of this Prospectus. Subject to any continuing
obligations under Spanish, U.S. federal and other applicable securities laws and regulations and by applicable
stock exchange regulations, we undertake no obligation to publicly update or review any forward-looking
statement contained in this Prospectus, whether as a result of new information, future developments or
otherwise.
This Prospectus does not include profit forecasts or profit estimates as defined in section 13 of Annex I of the
Prospectus Regulation for any period. No statement contained herein should be interpreted to mean that earnings
per Share after Admission will necessarily be greater or less than the historical earnings or earnings per Share of
the Company.
AVAILABLE INFORMATION
For so long as any Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during any period in which the Company is neither subject to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor exempt from
reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted
securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial
owner upon the request of such holder, beneficial owner or prospective purchaser, the information required to be
delivered to such person pursuant to Rule 144A(d)(4) under the Securities Act.
57
BUSINESS
You should read the following commentary together with the sections entitled “Risk Factors,” “Presentation of
Financial and Other Information,” “Industry Overview,” “Reasons for the Offering,” “Selected Financial and
Operating Data,” “Operating and Financial Review” and the Financial Statements and related notes included
elsewhere in this Prospectus.
Overview
We are one of the leading residential developers in the Spanish residential development sector, holding the
largest land bank in Spain across most relevant metrics: as of September 30, 2017, our land portfolio had a GAV
of €2.6 billion (around 1.6 times more than our closest competitor in this metric, Neinor), approximately 37,500
buildable units (almost three times as many as our closest competitor in this metric, Aedas), 6.1 million
buildable sqm of which 4.8 million were residential buildable sqm (more than four times as many as our closest
competitor, Aedas) and 1.3 million were commercial buildable sqm (source: publicly filed prospectus, interim
reports and public information of competitors, Aedas, Neinor and Via Celere). We benefit from 100 years of
know-how and experience from our predecessor companies who developed some of the most iconic buildings in
Spain, including Edificio España and Torre Madrid, both located in Madrid. Between 2005 and 2008, MVCSA
delivered an average of 2,200 to 2,600 units per year in a much more competitive environment. We believe that
the size of our land bank portfolio will allow us to capitalize on the recovery of the Spanish residential
development market, benefit from locked-in margins and consolidate our position as the national leader in the
sector.
The following table sets out certain key measures of our land bank portfolio as of September 30, 2017:
Fully permitted Under land-permitting process Total

% of Number of % of Number of % of Number of
Type of Land Plot GAV(1) GAV Land Plots GAV(1) GAV Land Plots GAV(1) GAV Land Plots
Residential................ 1,340 52% 186(2) 553 21% 69 1,893 73% 255
Commercial .............. 577 22% 27(3) 108 4% 7 684 27% 34
Total ......................... 1,917 74% 213 661 26% 76 2,578 100% 289
(1) In millions of euro.

(2) 51 active developments, €217 million GAV, as of the date of this Prospectus.
(3) Includes Clesa land plot in Madrid which is fully permitted under transformation of use and accounts for around 17% of commercial
GAV.
Residential development is the core component of our business. As of September 30, 2017, we had a residential
land bank with a GAV of €1.9 billion (representing 73% of our total GAV at such date) of which €1.3 billion
was fully permitted. We believe that we have a unique and differentiated profile given the size of our land bank,
our geographical capillarity throughout Spain, our attractive target customer profile and our exposure to land
plots under the land-permitting process.
• Size of land bank: We own the largest land bank in Spain, which allows us to have a de-risked strategy
in order to reach the highest delivery targets among our competitors of 4,500 to 5,000 residential units
per year at run-rate by 2021. We have no need to acquire additional land to deliver our target annual
deliveries for the next eight years (assuming we do not make any land sales), which underpins the
sustainability of our business model and allows us to have high visibility of attractive margins. We are
already in our ramp-up phase, with 2,263 active units as of the date of this Prospectus.
• Geographical presence: We have a unique and balanced geographic footprint in Spain (with land in 31
out of 50 provinces) with a clear focus in some of its primary cities (accounting for approximately 67%
of our land bank portfolio as of September 30, 2017 in terms of GAV), such as Madrid, Barcelona,
Malaga, Valencia or Seville, cities in which we have significant presence with local offices and
regional teams, in top tourist destinations (accounting for approximately 20% of our land bank
portfolio as of September 30, 2017 in terms of GAV), such as the Costa del Sol, Balearic Islands,
Canary Islands and the coast of Cadiz, and in selected and dynamic secondary cities (accounting for
approximately 13% of our land bank portfolio as of September 30, 2017 in terms of GAV) where there
is low competition and that present a significant upside potential. This capillarity throughout Spain
allows us to tap into a larger demand base than our peers, which helps to de-risk our ramp-up phase.
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• Target customer profile: We target a diversified range of national and international residential
customers, focusing on the attractive medium and medium/high end segments of the housing market,
and plan to offer units with a selling price of above €2,250 per sqm, units with a selling price of
between €1,750 and €2,250 per sqm and units with a selling price below €1,750 per sqm, that should
represent approximately 24%, 37% and 39% of our total residential land bank portfolio by GDV,
respectively.
• Exposure to land plots under the land-permitting process: Approximately 26% of our land bank
portfolio (based on total GAV as of September 30, 2017) is composed of land plots in selected strategic
locations concentrated mainly in Madrid, Barcelona, Valencia and Malaga that are under different
stages of the land-permitting process and have not reached fully permitted status (73% of total GAV
under land-permitting process as of September 30, 2017 is concentrated in these four locations). Of this
26%, 11% is organized urban land (ordenado) and 10% is developable land (clasificado) over which
we have a good deal of visibility of conversion to fully permitted status. We expect that approximately
83% of our land bank portfolio will be fully permitted within 12 to 18 months from the date of this
Prospectus and that approximately 93% of our land bank portfolio will be fully permitted within three
to four years from the date of this Prospectus. We believe that given our large fully permitted land bank
this is a good fit within our portfolio as it allows us to efficiently feed our production plan, capture
significant additional value through the transformation process and increase our profitability and
While we primarily focus on residential development, our land bank is also composed of 34 high quality
commercial land plots (mainly for office use) representing 27% of our total GAV as of September 30, 2017 or
€0.7 billion. This high quality commercial land provides us with additional diversification in an attractive
market segment. It is mainly comprised of fully permitted land plots (84% of commercial GAV as of September
30, 2017, expected to increase to 94% in the next twelve months) located in attractive locations within Madrid
(i.e. Las Tablas), where we have nine plots representing 52% of commercial GAV and Barcelona (i.e. district
22@), where we have eight plots representing 35% of commercial GAV.
Our sizeable land bank provides us with the flexibility to adapt to the cycle via a differentiated strategy as,
depending on market conditions, we may engage in opportunistic sales of land for residential and commercial
use at attractive margins. Our business strategy contemplates potential selective sales from our land bank
portfolio worth up to approximately €500 million in aggregate, based on GAV as of September 30, 2017, made
over the next three to five years. This amount does not take into account potential land price appreciation, value
creation from urbanization capital expenditure or in some cases the value creation from transformation into fully
permitted land. We would expect these sales to relate to both residential and commercial land, and we would
enter into transactions on an opportunistic basis in order to generate additional profitability as well as liquidity
for our business and/or shareholder returns and dividend distributions.
We have a well-established platform already in place to help ensure a successful execution of our business, with
unique experience delivering homes pre-crisis. The three pillars of this platform are a highly experienced senior
management team, a well-established nationwide geographic footprint, and proven operational capabilities and
systems with the highest standards of corporate governance. Our senior management team has an average of 18
years’ experience in the industry with significant expertise in residential development and active land
management. Our management team is backed by full in-house regional teams with nationwide capillarity and
first-hand knowledge of regional dynamics, local relationships and local regulations. 49 of our employees were
already employees between 2005 and 2008, when MVCSA delivered an average of 2,200 to 2,600 units
annually in a much more competitive environment. Our corporate governance is compliant with Santander and
BBVA’s corporate governance standards. We have in place proven systems, operations, control, finance internal
audit and risk management functions.
We believe that our differentiated business model, with the highest targeted delivery run-rate in Spain and the
active management of our land bank (via potential land sales and our value-added exposure to land plots under
the land-permitting process), will allow us to provide our shareholders with a visible and attractive return
profile.
Our History
We benefit from 100 years of established heritage, knowledge, brand name and experience of MVCSA, our
predecessor company. MVCSA was one of the leading residential developers in Spain benefiting from the
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industry-wide recognition of its predecessor companies, Compañía Urbanizadora Metropolitana (“CUM”),
Compañía Inmobiliaria Metropolitana (“CIM”) (incorporated in 1918 and 1935, respectively) and Vacesa S.A.
(which merged with CIM and CUM in 1989 to form Inmobiliaria Metropolitana Vasco Central, S.A., later
renamed as “Metrovacesa, S.A.”). MVCSA, CIM and CUM shaped the real estate development business and the
architectural landscape of various cities in Spain, having built some of the country’s most iconic buildings,
including Edificio España in 1953 and Torre Madrid in 1957, both of which are located in Madrid. Between
2005 and 2008, MVCSA delivered an average of 2,200 to 2,600 units per year in a much more competitive
environment. Aside from the brand name, operational experience and recognition of our predecessor companies,
we also benefit from their high standards of corporate governance, investor relations and market knowledge as
MVCSA was listed on the Spanish Stock Exchanges from 1941 to 2013.
As a result of the effect of the global financial crisis in Spain and its impact on the real estate development
business, in 2009 a group of Spanish banks became the main shareholders of MVCSA, which initiated a
restructuring process to reduce and refinance its financial debt. This restructuring was completed in July 2011
and resulted in an increase of the stake of these Spanish banks in MVCSA through debt-to-equity swaps.
On February 18, 2016, following the spin-off (without liquidation) of the real estate development business of
MVCSA, we were incorporated under the initial name of “Metrovacesa Suelo y Promoción, S.A.” In July 2017,
we received a contribution from the Santander Entities and the BBVA Entities of land plots worth
approximately €1.1 billion in GAV and consisting of 3.1 million sqm of land with a capacity to develop
approximately 24,000 residential units. These land plots were carefully selected by us after a five-month due
diligence process, and the contribution value was marked by Jones Lang LaSalle acting as third party expert
and, according to Spanish regulation, confirmed by an independent expert appointed by the Commercial
Registry of Madrid for registration purposes. The contribution was made within the framework of a competitive
process in which the Santander Entities and the BBVA Entities maintained the option to sell the selected land
plots to third parties if the value we assigned to the land plots was below third-party offers. The strict selection
criteria focused on (i) fully permitted residential plots and land plots with strategic locations under the land-
permitting process (with a viability analysis carefully performed by ensuring a clear path to fully permitted
land), (ii) the potential to develop a minimum of 40 to 50 units per land plot, (iii) land plots located in cities
selected by us and with at least 150,000 inhabitants, (iv) land plots with no to limited urban planning risk
(selecting only locations with very high strategic value of land still under the land-permitting process) and (v)
land plots not tied to, or restricted by, outstanding financing.
In November 2017, we changed our name from Metrovacesa Suelo y Promoción, S.A. to Metrovacesa, S.A.
In December 2017, we became the parent company of Metrovacesa Arrendamiento through two in-kind
contributions to us by the shareholders of Metrovacesa Arrendamiento, which were entities belonging to Grupo
Santander (79.4%) and entities belonging to Grupo BBVA (20.5%), as well as minority shareholders with a
combined stake of less than 0.1%. See “Pro Forma Consolidated Financial Information” and “Operating and
Financial Review—Recent Developments” for further details.
As of the date of this Prospectus, the Santander Entities have a combined stake in the Company of 71.45% and
the BBVA Entities a combined stake of 28.51%.
The long history and heritage of our predecessor companies has provided us with the know-how, corporate set-
up and internal processes that we believe will allow us to become the leading real estate developer in Spain.
Key Strengths
We believe that we benefit from the following competitive strengths:
We operate in a market with attractive dynamics.
We believe that it is the right time in the cycle to have the largest land bank in Spain and to operate in the
Spanish homebuilding industry given the expected performance of the country’s economy and its residential
fundamentals. In the past we have seen a strong link between increases in macroeconomic growth and the
performance of the homebuilding business in Spain. The 2015, 2016 and 2017 GDP growth rates make Spain
one of the fastest growing advanced economies in the world and the Bank of Spain predicts real GDP will
continue to grow in the coming years at an elevated rate (2.4% in 2018 and 2.1% in 2019). Unemployment,
consumer confidence and household disposable income levels have also improved significantly in the last years
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(sources: Spanish Ministry of Economy, Spanish Statistical Office) (see “Industry Overview” for further details).
This data points to a continuing positive macroeconomic environment that we expect will favor the sustained
recovery of the homebuilding business and allow for a long cycle. From a demand perspective, although
housing demand in Spain remains significantly below the peak levels reached in 2006, we are already seeing
that home sales in Spain are recovering from pre-crisis levels. The compound annual growth rate of housing
demand is approximately 15% since 2013 and has been mainly driven by second hand transactions, reaching
451,297 in second hand transactions and 516,643 in total transactions (LTM as of the third quarter of 2017), and
a year-over-year growth of approximately 17% as of the third quarter of 2017. There appears to be an absence of
attractive new product (the percentage of new homes out of total home sales decreased from around 52% in
2008 to less than 10% in 2016/17 (source: Spanish Ministry of Public Works and Transport)). There is an
attractive financing environment with low interest rate margins (source: INE and Bank of Spain), and
affordability above historical averages (source: Ministry of Development, CBRE) should allow for continued
demand growth. This recovery is not only taking place in Spain’s primary cities, such as Madrid, Barcelona,
Malaga, Valencia and Seville, where most of our land bank portfolio is located (approximately 67% by GAV as
of September 30, 2017), but also across all regions, including top tourist destinations (approximately 20% of our
portfolio by GAV as of September 30, 2017) and secondary cities (approximately 13% of our portfolio by GAV
as of September 30, 2017). Similarly, house and land prices are increasing and have started to accelerate (5.5%
increase of house prices from 2014 to the third quarter of 2017) although they remain at levels well below the
peak reached in the third quarter of 2007, and the number of market transactions is also increasing in an
environment where household deleveraging has been occurring since mid-2010 (with households’ stock of loans
decreasing from €821 billion to €648 billion as of March 31, 2017) (source: Bank of Spain) and increased
housing and mortgage affordability are supporting demand. Furthermore, quality land is starting to be scarce and
we will benefit from growing land inflation given our outsized landbank compared to our peers.
Our unique geographic footprint in Spain, covering 31 of the 50 provinces, means that we are not only present in
primary cities (e.g., Madrid, Barcelona, Malaga, Valencia and Seville) but we also have a significant presence in
other destinations, including Spain’s top tourist destinations and certain secondary cities, which we believe are
at an earlier stage in the residential real estate cycle, with a limited number of competitors and which therefore
offer further upside potential. This allows us to tap into a larger demand base which should de-risk our ramp-up
phase.
From a supply side perspective, the construction of new housing has started recovering from 2013 but is still
very far from pre-crisis levels (e.g., the average number of house starts in Spain from 1991 to 2016 was 279,000
and there were around 665,000 house starts in 2006 compared to around 58,000 house starts in 2016 (source:
Spanish Ministry of Public Works and Transport). We believe that we are well placed to be the key market
player in the expected increase of housing supply in Spain.
We have the largest liquid land bank in Spain that is already in the ramp-up phase.
We are the leader in the Spanish development sector, holding the largest land bank in Spain across most relevant
metrics: as of September 30, 2017, our land bank totaled €2.6 billion in GAV (around 1.6 times more than our
closest competitor, Neinor), of which 74% of the GAV was fully permitted (and expected to increase to 83% in
the next 12 to 18 months and to 93% in three to four years), with approximately 37,500 buildable units (almost
three times as many as our closest competitor, Aedas), and 6.1 million buildable sqm, of which 4.8 million were
residential buildable sqm (more than four times as many as our closest competitor, Aedas) and 1.3 million were
commercial buildable sqm (source: publicly filed prospectus, interim reports and publicly available information
of competitors, Aedas, Neinor and Via Celere). Taking into account only our fully permitted land bank, we are
also the largest developer in Spain across most relevant metrics: as of September 30, 2017, we had a GAV of
€1.9 billion (around 1.2 times more than our closest competitor, Neinor) and approximately 23,000 buildable
units (around 1.8 times as many as our closest competitor, Aedas) (source: publicly filed prospectus, interim
reports and publicly available information of competitors, Aedas, Neinor and Via Celere).
At our target run-rate of 4,500 to 5,000 residential units delivered per year by 2021, we hold almost eight years
of residential land bank (which allows us not only not to have to acquire land in the medium/long term but also
provides us with the optionality to sell land). Our residential portfolio is already in ramp-up phase, with 2,263
active units throughout the Spanish territory, as of the date of this Prospectus, including 805 units under project
design, 539 units under commercialization, 674 units under construction, 19 units under first occupancy license
phase, and 226 units under delivery phase. We believe that as we do not need to acquire land in the
medium/long term we should have greater visibility over margins (and greater margins) than our peers. In
addition, we believe that having part of our portfolio under the land-permitting process in strategic locations will
61
allow us to better adapt to the cycle, generate significant additional value in the medium term through the land-
permitting process and hold an excellent portfolio of fully permitted land with higher embedded margins than
our competition in the medium term.
We hold a land bank with high visibility of attractive residential development margins and low execution risk.
We have acquired the vast majority of our portfolio at attractive prices (with an average GAV per sqm across
the whole of our fully permitted residential portfolio of €466 per sqm), composed mainly of high quality land
which provides us with high visibility on development margins relative to our peers, expecting to deliver a
visible gross residential development margin of approximately 29% at run-rate year (excluding operating
expenditures) and gradually growing thereafter until stabilization year, given that we have no need to acquire
land as we already own enough for almost eight years of production (assuming we do not make any land sales)
at our target run-rate. We believe this generates a competitive advantage over our peers who need to recurrently
purchase land in an inflationary land market with scarcity of quality land. In an inflationary residential market,
such as the current one, we have seen that land prices have historically increased at several multiples of home
price increases and therefore we believe that our large land bank provides us with a unique competitive
advantage that should result in attractive risk-adjusted returns for our shareholders (see “Industry Overview—
Residential price considerations”).
We believe we have strong visibility on the forward production of our land bank and that we should enjoy low
execution risk as we have identified the land plots we intend to develop during the next five years on an asset-
by-asset basis. In addition, we are confident that we can achieve significant development margins as a result of
our attractive land book values.
Our portfolio has a unique geographical capillarity with a wide presence across different attractive locations
within Spain.
We believe we have a well-balanced portfolio with the largest footprint in the real estate market across the
Spanish territory (with land in 31 out of 50 provinces, more than any of our competitors). We have a clear focus
on primary cities (e.g., Madrid, Barcelona, Malaga, Valencia or Seville) with over two thirds of our portfolio (in
terms of GAV as of September 30, 2017) located in mature first residence markets, with Madrid and Barcelona
accounting for around 44% of our GAV as of such date. These markets are characterized by their dynamism and
higher competition (although still limited given the structural undersupply of the residential sector), while we
believe we still hold a competitive advantage in these regions as in absolute terms our portfolio in primary cities
(e.g., Madrid, Barcelona, Malaga, Valencia and Seville) is larger than that of our competitors. The commercial
property provides an additional balancing component to our portfolio (see “—We have a strategic portfolio of
commercial land”).
In addition, we also have a substantial presence in top tourist destinations (e.g., Costa del Sol, Canary Islands,
Balearic Islands and the coast of Cadiz) where both Spanish nationals and foreigners acquire secondary
residences for leisure (accounting for 20% of total GAV as of September 30, 2017), which have recently shown
a strong demand for development (source: Spanish Ministry of Public Works and Transport). Several of the top
tourist areas where we are present are among the most highly demanded and attractive tourist destinations in
Spain and even in Europe, and the performance we are seeing in our active developments makes us confident of
the high profitability, liquidity and attractiveness of these locations.
We also have presence in select secondary cities where people tend to have their first residences (accounting for
13% of residential GAV as of September 30, 2017). We believe we have a strong upside potential in these
secondary markets, as these markets are in an earlier stage in the cycle and are starting to mimic the positive
trends seen recently in primary cities (e.g., Madrid, Barcelona, Malaga, Valencia and Seville). In several of the
secondary cities where we are present, we believe we have a first–mover advantage and enjoy low (and
sometimes even no) competition. Given our attractive entry land values, we believe we enjoy a strong upside
potential for development in each of these cities through our established local and regional teams, which allow
us to interact more closely with our customers at a regional level. We believe this is critical as every region has
its own particularities (i.e., local regulations, customers, suppliers, products, dynamics, etc.). We believe our
balance of geographical capillarity in the right locations and the fact that we tap into a larger demand base than
our peers helps de-risk our business plan implementation, providing us with the required flexibility to satisfy
and react to market demands as they shift throughout the Spanish territory.
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We have a unique business model with land sales capacity that we believe will provide a strong cash flow
generation and will allow us to adapt to the cycle.
Our unique business model is supported by the largest land bank in Spain, which gives us a competitive
advantage over our peers (as we are not required to purchase additional land in the near future and have the
ability to sell) and the potential for more attractive margins. Quality land in Spain, in terms of size, price and
location, is increasingly hard to find (including fully permitted land located in sub-markets with good economic
fundamentals and land still under the urban land-permitting process, but not too far from fully permitted status)
and although the existing available land bank in Spain is significant, it is mostly located in areas with low
demand and/or in less desirable locations. The scarcity of quality land in Spain combined with the size of our
land bank portfolio has a positive effect on our business and gives us the option to develop or, depending on
market conditions, to sell a portion of our land bank portfolio accelerating our sales and profitability, which
gives us flexibility to adapt to cycles and market demand.
Significant value creation potential through active management of land under the land-permitting process.
As of September 30, 2017, approximately 26% (€0.7 billion) of our land portfolio, in terms of GAV, was
comprised of land under the land-permitting process. Of this land, 11% was organized urban land (ordenado),
10% was developable land (clasificado) and 5% was non-urban land (no urbanizable). Our assets under the
land-permitting process are concentrated among strategic locations, including Barcelona (33% of land under the
land-permitting process, in terms of GAV as of September 30, 2017), Madrid (25% of land under the land-
permitting process, in terms of GAV as of September 30, 2017), Malaga (8% of land under the land-permitting
process, in terms of GAV as of September 30, 2017) and Valencia (7% of land under the land-permitting
process, in terms of GAV as of September 30, 2017). Therefore, 73% of total GAV under permitting as of
September 30, 2017 is concentrated in these four locations. We estimate that the amount of land under the land-
permitting process will decrease from 26% to approximately 17% in the 12 to 18 months following the date of
this Prospectus and to approximately 7% in the three to four years following the date of this Prospectus, as a
result of the tasks carried out by our in-house land management team. As a result, 93% of our current total GAV
is expected to be fully permitted in the following three to four years. This generates significant land capital
value growth as well as producing land ready for development at very attractive margins in absolute terms and
relative to our competitors. This is a differentiating factor compared to our competitors, who for the time being
have been focused on fully permitted land only. We believe that this will help us to adapt our production plan to
market demand and allow us to capture significant value creation by transforming the land into fully permitted
land (increasing our profitability and returns), and this is an opportunity that we will be able to pursue because
of the size of our existing land bank. We expect that the capital expenditure used for these purposes should
generate significant returns.
We have a strategic portfolio of commercial land that is an additional source of profitability and total return.
Although our core activities are focused on residential development, we hold a sizable portfolio of around €0.7
billion (comprising approximately 27% of our total GAV as of September 30, 2017) of high quality liquid
commercial land plots in strategic locations, 84% of which by GAV as of September 30, 2017 are fully
permitted (and this figure is expected to increase to 94% in the following twelve months), and 13%, 1% and 2%
of which by GAV as of September 30, 2017 are organized, developable and non-urban, respectively. The land
plots are mainly expected for offices use (accounting for 83% of the commercial GAV as of September 30,
2017) and hotels (accounting for 10% of the commercial GAV as of September 30, 2017) in consolidated areas
in Madrid (i.e., Las Tablas) and Barcelona (i.e., district 22@) (accounting for 87% of the commercial GAV,
52% and 35%, respectively, as of September 30, 2017). We have an in-house specialized and highly
experienced team with an average of 21 years of industry experience (nine years of experience in our Company
and its predecessor on average) with particular knowledge of all stages of commercial development.
We view this business line as a one-off attractive opportunity that we target to crystallize for value within the
next five to six years. In the last eight months, there have been two land sales and a turnkey project sold. This
exposure to commercial assets differentiates us from our competitors and provides further business
diversification and optionality given that, historically, such land plots have tended to be highly liquid.
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Well-established platform already in place to ensure a successful execution with unique experience delivering
homes pre-crisis.
• We have a highly experienced senior management team and regional management teams with proven in-
house operational capabilities. We have senior and regional management teams that are highly
experienced in the residential development business. Our senior management team has a significant
breadth and depth of expertise with an average of 18 years of experience in the industry, including
expertise in land development and urban planning, working closely with local authorities. Our in-house
regional management teams, based in Madrid, Barcelona, Valencia, Seville and Malaga, have extensive
experience in the industry with an average industry experience of 22 years (ten years on average of
experience in our Company and its predecessor) with unique land bank management capabilities and
first-hand knowledge of regional dynamics and domestic regulations. We have a dedicated and well-
dimensioned team of employees totaling 101 full-time employees as of the date of this Prospectus with
a successful track record in the residential development business (approximately 40% of the team was
involved in delivering an average of between 2,200 and 2,600 units per year from 2005 to 2008 with
our predecessor entity), with full residential and commercial development and land management
capabilities, and an exceptional corporate set-up with regional teams that have first-hand knowledge of
the local markets and dynamics in which we operate. We believe that the distinct experience and
knowledge of our senior management and our regional managers of all areas of our business,
geography and the industry in which we operate gives us a competitive advantage and should enables
us to capitalize on the opportunities presented by current and future market conditions.
• We have an industrialized business model with best-in-class operating, reporting and compliance
standards. During our 100 years of history, we have accumulated unparalleled internal know-how and
developed standardized procedures throughout the entire value chain that are rigorously applied across
the Group. We have proven experience at managing and controlling all stages in the development and
sale of a project and count on a strict approval process before initiating the project design and
construction work stages of a development (see “—Development Process” for a description of the
stages of development). This experience translates into strong relationships with local authorities, key
landowners, contractors and sub-contractors, which are core to our ability to deliver high-quality
products on a timely and cost-effective basis. Our predecessor MVCSA was listed for more than 70
years and over that time developed best-in-class practices in terms of corporate governance,
compliance, transparency, reporting, ethics and environmental awareness. These highest standards are
rooted in our culture and we have maintained the best-in-class practices inherited from our
predecessor’s time as a listed entity while optimizing processes and streamlining the organization to
make it more efficient and agile. We already have the required operating standards and committees in
place, including an audit committee, a remuneration committee, separate internal audit and compliance
teams, strong risk management procedures, internal control over financial reporting, crime prevention,
anti-money laundering protection, cybersecurity models, environmental awareness and a corporate
social responsibility policy (see “Management and Board of Directors” for more details). In addition,
we have been compliant with Santander and BBVA’s corporate governance standards since 2009. We
also have a flexible approach to outsourcing, combined with best-in-class in-house supervision. Our
business model includes the disciplined and systematized use of external contractors, which allows us
to absorb the cyclical movements of the market with relative ease, coupled with control mechanisms
that enable us to supervise and monitor our external suppliers.
• Strong brand recognition. We believe we enjoy strong brand recognition in the Spanish residential
development sector, in part driven by an established heritage of 100 years of history, and are
recognized for our client-centric approach, quality products, excellent service and professionalism. We
believe this provides us with a unique competitive advantage and, in contrast to our competitors, we
have had a broad presence across the country for decades.
Highly attractive and unique cash generation profile for shareholders.
Our unique cash generation profile, with a medium term return target of over 80% free cash flow to equity, is
based on: Spain’s supportive macro-economic environment; a unique business model supported by the largest
land bank portfolio in Spain with development capacity for 37,500 units (providing us with a competitive
advantage, since we are not required to purchase additional land in the near future); further competitive
advantage from selling land, active land management and our commercial portfolio, highly visible gross
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development margins; a well-established business platform to ensure successful execution; and our prudent
capital structure.
Strategy
We have developed a strategy that is based around the following pillars and that is designed to enable us to
achieve our targets (see “Business—Current Target Delivery Plan and Operating Targets”) by leveraging our
unique competitive strengths:
Consolidate our position as the residential industry leader in Spain.
Our strategy is to capitalize on the recovery of the Spanish residential development market and consolidate our
position as the residential industry leader in Spain. To do so, we accelerated the number of active units in 2017
to 2,263 active units as of the date of this Prospectus and are targeting run-rate deliveries of 4,500 to 5,000
residential units per year by 2021 to take advantage of our unique geographic footprint in primary cities (e.g.,
Madrid, Barcelona, Malaga, Valencia and Seville), top tourist destinations and secondary cities.
As part of our strategy, we will leverage on and enhance our existing platform and brand and we will continue to
seek and retain additional human talent with extensive land development and real estate expertise that will help
us respond to the increased demand for residential real estate and keep us on track to meet our targets. Our
market leadership and strong growth prospects place us in a unique position to attract the best talent.
Active management of our land bank through exposure to land under the land-permitting process and the
potential for profitable land sales.
We have significant value creation potential via exposure to land under the land-permitting process. The size
and characteristics of our land bank gives our senior management team the opportunity to generate value not
only through the development of residential homes but also though the active management of land under the
land-permitting process. By leveraging on the unique land bank management capabilities of our dedicated in-
house team of eight full-time employees, which is fully focused on maximizing the value of our land bank, and
the strategic locations of the land plots we have under the land-permitting process (mainly located in Madrid,
Barcelona, Malaga and Valencia), we plan to capture additional value by transforming land under the land-
permitting process into fully permitted land. Our capital expenditure urbanization program of €265 million is
expected to create an increase in value (i.e., additional GAV and NAV) of 1.5 to 2 times the capex invested (vis-
à-vis GAV pre capex). In addition, the ability to actively manage our land bank should help us adapt our
production plan to market demand. Given the size of our land bank (we have almost eight years of residential
land bank, assuming we do not make any land sales, at our target run-rate of 4,500 to 5,000 residential units per
year by 2021), not only do we not need to acquire land in the short and medium term but we also have the
ability to sell land. We believe this is a critical differentiating factor versus our competitors as we expect to
benefit from (i) high visibility on our margins and future projects, as all our land book values are already fixed,
whereas our competitors have to gradually replenish their land bank in an inflationary land market where there
is increasing scarcity of quality land, and (ii) high visibility on the product we will be developing as we already
know all the land plots on which we will carry out our development activities, with no uncertainty regarding
securing the land itself.
Our business strategy contemplates potential selective sales from our land bank portfolio worth up to
approximately €500 million in the aggregate, based on GAV as of September 30, 2017, made over the next three
to five years. This amount does not take into account potential land price appreciation or value creation from
capital expenditure. We would expect these sales to relate to both residential and commercial land, and would
enter into transactions on an opportunistic basis in order to generate additional profitability and liquidity for our
business and/or shareholder returns and distributions. Sales will take place only when margins are attractive and
other alternatives do not propose higher returns. Our land sales are likely to be weighted towards the medium
term (three to five years) to allow for value creation for our shareholders coming from (i) the current
inflationary land market, which is expected to continue and even accelerate in many locations in the coming
years, (ii) value creation linked to the completion of capital expenditure projects on the urbanization of many of
our land plots and (iii) the conversion of some of our land plots currently under the land-permitting process to
fully permitted land.
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Opportunistic approach to commercial development.
We plan to maximize the value of our commercial portfolio after rigorously analyzing, on a case-by-case basis,
the different alternatives we may have, including opportunistic land sales if the margins are attractive and other
alternatives are not expected to yield a higher return (e.g., as recently done in Valdebebas (Madrid) or
Viladecans (Barcelona)), turnkey projects with upfront payments from the buyer to guarantee returns before the
project is started (e.g., as recently done in Josefa Valcarcel (Madrid)), and de-risked development through joint
ventures. We expect a back-ended implementation picking up in the next three to four years and target to
crystallize full value of this portfolio in five to six years.
Continued operational excellence.
A fundamental part of our strategy is to strive for excellence in all areas of operation. We intend to operate in a
responsible and ethical manner, focusing on the needs of the communities where we build homes and operating
within defined environmental limits. We will continue to develop innovative and desirable high-quality homes
in areas with demand across the Spanish territory through a client-centric approach. We want impeccable
corporate governance to be a key part of our identity. We intend to do business in a socially responsible and
ethical manner, respecting the law, protecting the environment and never compromising our integrity. We aim to
become the developer of choice for customers, employees, communities and shareholders.
Conservative capital structure and attractive shareholder return.
We will work to maximize long-term return to our shareholders while focusing on risk management and being
mindful of our overall responsibilities. We aim to maintain a conservative capital structure to comply with our
medium term LTV target of 15% to 20% (see “Business—Current Target Delivery Plan and Operating
Targets”).
In the period from approximately three to six years from the date of this Prospectus we are targeting to have a
strong dividend profile, since we will not be buying land (in fact we aim to be selling land in this period) despite
having the highest number of targeted deliveries among our competitors, targeting to return over 80% of free
cash flow to equity to shareholders in the medium term. After the sixth year from the date of this Prospectus, our
dividend profile will be defined depending on the cycle, potentially making some land acquisitions, and we
target to have less than 15,000 units in our residential land bank by such time. See “Dividend Policy” for further
details on our dividend policy.
Our Corporate Structure
The chart below sets forth an overview of our corporate structure as of the date of this Prospectus:
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For more information regarding our subsidiaries please refer to “Additional Information—Corporate Structure.”
Our Organizational Structure
The chart below sets forth our organizational structure as of the date of this Prospectus:
Given our widespread capillarity in Spain, we operate our business through five established regional offices
(located in Madrid, Barcelona, Valencia, Seville and Malaga). Although our management is centralized, our
development activities are run to a great extent from our regional offices, which operate in the main regions
where our business is focused.
Our Centralized Team
We have highly experienced senior and regional management teams in the residential development business.
Our senior management team has a significant breadth and depth of expertise with an average of 18 years of
experience in the industry, including expertise in land development and urban planning, working closely with
local authorities.
Our Regional Team
Our centralized management team is backed by full in-house regional teams with nationwide capillarity and
first-hand knowledge of regional dynamics, local relationships and local regulations. Each of our five regional
teams is led by a regional director, with an average of 21 years’ experience in the industry. Additionally, each of
our regional offices has two or three project managers that handle approximately five projects at a time and 25
full time employees at run-rate. Our regional teams enable us to better conduct market feasibility analysis,
elaborate business plans, oversee day-to-day construction, coordinate marketing efforts and ensure quality and
time efficiency in our business. The size of our regional teams gives us enough scale for ramp-up with capacity
for growth.
Our Portfolio
As of September 30, 2017, our land bank portfolio was comprised of approximately 37,500 buildable units, with
an aggregate GAV of €2.6 billion (€1.9 billion GAV residential and €0.7 billion GAV commercial) and an
aggregate area of buildable sqm of 6.1 million (4.8 million residential and 1.3 million commercial).
We have a unique and diversified land bank portfolio in terms of location, with presence in 31 of the 50
provinces of Spain. Most of our land bank portfolio is located in the largest cities of Spain (accounting for
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approximately 67% of our land bank portfolio as of September 30, 2017 in terms of GAV), including Madrid,
Barcelona, Malaga, Valencia and Seville. In addition, we target top tourist destinations (accounting for
approximately 20% of our land bank portfolio as of September 30, 2017 in terms of GAV), such as the Costa del
Sol, Balearic Islands, Canary Islands or the coast of Cadiz, and selected and dynamic secondary cities
(accounting for approximately 13% of our land bank portfolio as of September 30, 2017 in terms of GAV)
where there is low competition and that present a significant upside potential. This graphic capillarity allows us
to tap into a larger demand base than our peers, de-risking our ramp-up phase.
The following map shows the location of our land bank portfolio as of the date of this Prospectus.
As of September 30, 2017 our €1.9 billion GAV residential land portfolio consisted of €1.3 billion GAV (186
land plots) of fully permitted land for residential use, of which €217 million were active development projects,
with 2,263 active units as of the date of this Prospectus, and €553 million GAV of land under land-permitting
process for residential use. Our €0.7 billion commercial land portfolio consisted of €577 million GAV of fully
permitted land for commercial use, €114 million of which is undergoing transformation of use with a target
timing to obtain approval of less than 12 months, and €108 million GAV of land under the land-permitting
process for commercial use (all as of September 30, 2017).
As of September 30, 2017, our net asset value (“NAV”) stood at €2,692 million, calculated based on the total
equity of our Pro Forma Consolidated Financial Information as of September 30, 2017, unrealized gross capital
gains and adjusted by deferred tax liabilities, other assets and liabilities and the net operating losses not
recognized in the balance sheet times the effective tax rate of 25%. If this is adjusted by the tax of the unrealized
gross capital gains at the effective tax rate of 25% and other adjustments, our net NAV (“NNAV”), as of
September 30, 2017 stood at €2,613 million.
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(1) “Equity” As reported in the Pro Forma Consolidated Financial Information as of September 30, 2017.
“Capital Gains” is calculated as follows: €2,578 million of GAV as of September 30, 2017 minus €1,885 million of book value
of the inventories of the Pro Forma Consolidated Financial Information, plus €3 million of advanced payment to suppliers, minus
€374 million of investment properties of the Pro Forma Consolidated Financial Information, minus €45 million of market value
of the land plots owned by subsidiaries companies (Urbanizadora Valdepolo, I, S.A, Urbanizadora Valdepolo, II, S.A,
Urbanizadora Valdepolo, IIII, S.A, and Urbanizadora Valdepolo, IV, S.A,).
(2) “Adjustments” is calculated as follows: deferred tax assets including deferred taxes for €9 million and pro forma adjustment (€4)
million.
“NOL’s off-balance” includes €7 million of non-operating losses of Metrovacesa Arrendamiento kept out of the balance sheet as
of September 30, 2017.
(3) “Tax Capital gains and other adjustment” includes €69 million of tax on capital gains off balance sheet, pro forma adjustment
€4 million and other adjustments €6 million.
The following table sets out certain key metrics of our land bank portfolio as of September 30, 2017:

Land Plot GAV(1) GAV Land Plots GAV(1) GAV Land Plots GAV(1) GAV Land Plots
Residential................ 1,340 52% 186(2) 553 21% 69 1,893 73% 255
Commercial .............. 577 22% 27(3) 108 4% 7 684 27% 34
Total ......................... 1,917 74% 213 661 26% 76 2,578 100% 289

GAV.
The following tables set forth a detailed summary of our land bank portfolio as of September 30, 2017. The
information contained in these tables has been extracted directly from the Valuation Reports included elsewhere
herein. These following adjustments have been made to the Valuation Reports:
• Valdicsa, in which we own a 33% stake (participada por puesta en equivalencia) has not been taken
into consideration in the tables below (€0.4 million GAV as of September 30, 2017); and
• the number of units for Alcorcon, according to our internal estimates, is 2,521 (including Distrito Norte
Promotora MVC Alcorcón Norte and Valdepolo I-IV) while the Savills Reports include 1,845 units in
the Savills Valuation Reports. Currently, these land plots are classified as non-urban land, although the
he City Hall of Alcorcon has initiated the process to review the General Plan which may allow the
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Alcorcon land plot to be classified as land suitable for development (suelo urbanizable). The difference
in the number of units derives from the fact that, for urbanization optimization reasons, Savills assumes
a lower number of bigger units (without negatively affecting the valuation).
Regarding the Camino de Sta. Maria (Ciudad del Bienestar) (Aldeamayor, Valladolid) land plot, the value
provided in the following table reflects our ownership percentage in such property (39.75% or 487 units), after
subtracting the percentage assigned to the local government (15%). For valuation purposes, Savills has valued
100% of the land plot, with a total number of residential units of 1,441.
In addition, all references to GDV in the tables refer to the total units for each land plot (not just active units). In
the case of commercial land plots, GDV reported by Savills includes the rental income and the potential exit
value of the development of the yielding property. Therefore, GDV/sqm ratio may result higher than the
GAV/sqm from yielding comparable assets. For comparison purposes, we believe it is more accurate to
calculate GAV at completion for commercial land plots based on a rent and yield methodology (note that Savills
provides the current market rent and exit yield for assets with only commercial uses).
Residential
Urban Buildable GAV GDV

permitting area (€MM) (€MM) GAV
(1) (1)
Name Region City status (sqm) Units € / sqm
Edificio Gregorio
Andalusia Almería Fully permitted 12,997 98 18 25 1,346
Marañon
“La Pipa” MNO3,
Andalusia Almería Fully permitted 10,144 82 7 19 661
MNO2
Almerimar Andalusia El Ejido Fully permitted 22,425 253 6 38 288
Mundo Aguilon
(Mundo Aguilón Feel Andalusia Pulpí Fully permitted 242,778 1,751 52 290 214
Priviledge included)
2.PE.11 “Acceso Sur” Andalusia Algeciras Fully permitted 27,000 300 6 42 240
Sectores 2 “Pajarete” Andalusia Algeciras Developable 10,846 100 2 16 187
Sotorebolo P-1.3-1.4 Andalusia Algeciras Fully permitted 3,079 50 2 5 572
Residencial Oasis Andalusia Algeciras Fully permitted 3,882 32 2 7 465
Avda. de la Marina Andalusia Algeciras Fully permitted 3,542 30 1 6 395
Plaza del Coral Andalusia Algeciras Fully permitted 3,651 34 1 6 370

La Reserva de
Andalusia Algeciras Fully permitted 1,000 8 1 2 683
Sotorebolo
Coto San José Andalusia Chiclana Developable 10,887 70 7 29 604
SUP S-32
Andalusia Jerez Fully permitted 24,506 279 14 43 578
“Pozoalbero Norte”
“Ctra.de Rota”
Andalusia Pto.Sta.María Developable 33,516 163 15 69 440
Arboleda
Puerto Sherry Andalusia Pto.Sta.María Developable 18,676 106 5 40 284
Villanueva Aldea
Andalusia Puerto Real Fully permitted 16,177 106 11 29 668
Real
SUP-R8 Andalusia Rota Fully permitted 6,035 60 3 11 414
Avda. de la Libertad
(Complejo Pier 1 Andalusia Rota Fully permitted 7,920 80 2 12 253
included)
Sotogrande Andalusia San Roque Fully permitted 15,800 99 9 39 570
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(1) (1)
PPO-5 (Mirador de La
Andalusia Córdoba Fully permitted 29,750 250 12 59 403
Albaida included)
PPO-3 Andalusia Córdoba Fully permitted 20,372 167 9 36 428
PERI SS-8 “Cordel de
Andalusia Córdoba Organized 20,628 216 9 37 415
Écija”
PPO-7, Manzana 10
(Córdoba)
PPO-7, Manzana 4 Andalusia Córdoba Fully permitted 14,406 121 8 28 540
El Brillante (Villas de
Alhaken F1 included)
PPO-6 Andalusia Córdoba Fully permitted 2,312 23 1 4 292
Avda. de las Ollerias Andalusia Córdoba Developable 1,610 16 1 3 481
Playa Granada Andalusia Motril Organized 8,583 50 1 13 76
Residencial Atlantia Andalusia Huelva Fully permitted 5,250 45 2 9 429

C/ de la Marineros
Andalusia Isla Cristina Fully permitted 7,775 61 4 16 476
(Albacora Villages)
El Carambolo Andalusia Camas Non Urban 0 0 0 0 n.a.
Dos
Entrenúcleos Andalusia Fully permitted 45,365 425 7 59 144
Hermanas
San Juan de
Valparaiso Andalusia Fully permitted 8,204 78 3 13 323
Aznalfarache
SUS-DBP-02 “Palmas
Andalusia Sevilla Fully permitted 211,681 1,665 134 442 635
Altas” El Cuarto
Heineken Andalusia Sevilla Organized 16,055 114 12 36 771
Gonzalo de Bilbao Andalusia Sevilla Fully permitted 210 0 0 0 1,253

C.Rastro Jardines de
Andalusia Sevilla Fully permitted 124 0 0 0 758
Murillo
A. Virgen Rocio Andalusia Sevilla Fully permitted 90 0 0 0 589
Alhaurín de
“Alhaurín” Costa del Sol Fully permitted 4,865 23 3 9 682
la Torre
La Alborada (La
Alborada F1 + F2 Costa del Sol Benahavis Fully permitted 19,416 145 23 60 1,181
included)
Casares Golf Costa del Sol Casares Fully permitted 5,255 43 3 9 504
Doña Julia Costa del Sol Casares Fully permitted 7,057 65 2 11 248
Norte de Cancelada
(Le Mirage IV- R9 Costa del Sol Estepona Fully permitted 52,090 319 34 97 646
included)
SUP-E9 Vallebramen Costa del Sol Estepona Fully permitted 13,412 74 8 23 565
Atalaya Park Costa del Sol Estepona Fully permitted 12,439 103 8 43 643
Le Mirage I y II Costa del Sol Estepona Fully permitted 8,949 72 7 17 814
Le Mirage III- R4 Costa del Sol Estepona Fully permitted 7,828 66 7 18 882
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(1) (1)
La Galera II Costa del Sol Estepona Fully permitted 20,902 172 4 31 196
Le Mirage III- R5-R6 Costa del Sol Estepona Fully permitted 4,600 29 3 9 594
La Galera I Costa del Sol Estepona Fully permitted 7,420 66 3 11 404

PPO “La Alcaidesa”
Costa del Sol La Línea Fully permitted 39,354 227 28 65 713
RE.6
Torre del Rio Costa del Sol Malaga Organized 34,263 297 37 126 1,080
Colinas del Limonar
(Residencial Citrea Costa del Sol Malaga Fully permitted 5,055 46 4 15 870
included)
Peinado Grande Costa del Sol Malaga Developable 7,438 22 2 13 208
Bahia de las Rocas Costa del Sol Manilva Fully permitted 15,982 89 5 26 320
Bahía de las Rocas Costa del Sol Manilva Fully permitted 14,910 94 5 27 363
Las Villas Costa del Sol Manilva Fully permitted 3,913 13 3 6 672
Majestic Heights Costa del Sol Manilva Fully permitted 7,821 47 3 14 393
Bahía de las Rocas P-
Costa del Sol Manilva Fully permitted 6,030 46 2 11 375
51
URNP-RT “Artola II” Costa del Sol Marbella Developable 13,961 178 6 39 444
URP-VB-7 Artola Costa del Sol Marbella Fully permitted 7,045 53 6 23 781
Samisol Terrazas III Costa del Sol Marbella Fully permitted 1,974 13 5 5 2,510
URP-VB-7 “Artola I” Costa del Sol Marbella Fully permitted 1,941 9 2 5 855
Cuatro Vientos Costa del Sol Marbella Fully permitted 8,618 65 2 14 209
Riva Residences Costa del Sol Marbella Fully permitted 1,458 6 2 5 1,453
Samisol Terrazas II (4) Costa del Sol Marbella Fully permitted 469 3 1 1 1,858
URNP-RT+SG
Costa del Sol Marbella Non Urban 0 0 0 0 n.a.
“Torreladrones”
Cortijo Bajo Costa del Sol Mijas Developable 7,877 58 4 16 470
La Almachada Costa del Sol Mijas Developable 4,995 38 3 10 561
Cala de Mijias Costa del Sol Mijas Fully permitted 5,730 41 3 13 471
La Cizaña
(Residencial Nereidas Costa del Sol Torremolinos Fully permitted 32,151 260 35 90 1,096
included)
SUP L-4 “Castillo de
Costa del Sol Vélez Fully permitted 17,648 138 13 35 746
Lagos”
SUP T-10 Torre del
Costa del Sol Vélez Fully permitted 12,183 99 2 18 135
Mar
SUP T-11 Costa del Sol Vélez Fully permitted 4,365 60 1 9 298
Castilla La
Montesión UA-16 Toledo Fully permitted 40,040 59 13 40 335
Mancha
72
(1) (1)
Sector 25-El Pollo Castilla Leon Burgos Fully permitted 19,150 138 10 40 501
Sector B Castilla Leon Segovia Fully permitted 68,315 531 20 102 295
Sector A Castilla Leon Segovia Fully permitted 37,357 295 12 56 309

Resto SSGG
Castilla Leon Valladolid Developable 2,317 12 1 3 217
Valladolid
La Hacienda III Castilla Leon Aldeamayor Fully permitted 9,943 80 3 11 325
La Hacienda VI Castilla Leon Aldeamayor Fully permitted 701 6 0 1 271
S.38 “Pinar del Jalón” Castilla Leon Valladolid Fully permitted 12,692 139 8 24 606
S.44 “Jalón
Castilla Leon Valladolid Fully permitted 13,227 140 7 24 549
Industrial”
“Ariza” “Cicova”
parc. 2
S.51 “Las Arenas”,
Castilla Leon Valladolid Developable 16,764 150 4 26 214
SSGG Jalón
Mirador del Jalón Castilla Leon Valladolid Fully permitted 2,400 18 1 4 513
APE-46 “Azucarera
Sª Victoria” P-4
S.50 “Los Santos 2”,
SSGG Jalón
S.28 “Florida” Castilla Leon Valladolid Organized 522 6 0 1 285
Sant Adria de
Las Termicas Catalonia Developable 85,304 427 56 252 662
Besos
Arenys de
Sector Bareu Catalonia Fully permitted 23,238 235 9 56 404
Mar
Barberá del
AD20 Catalonia Organized 11,949 118 7 30 557
Vallés
Ramón Turró
“Fr.Maritim Poble Catalonia Barcelona Organized 5,625 57 8 21 1,509
Nou”
C/ Navas de Tolosa Catalonia Barcelona Fully permitted 2,277 21 3 7 1,111
Pere IV UA12 PERI.
Catalonia Barcelona Fully permitted 696 5 2 2 2,914
Pallars (4)
C/ Dr. Barraquer Catalonia Castelldefels Fully permitted 1,608 10 2 4 1,045
Castellar del
“Castellar del Vallés” Catalonia Developable 6,143 62 4 11 570
Vallés
El Prat de
La Seda / La Papelera Catalonia Developable 176,383 1,590 50 416 282
Llobregat
PAU II Concordia Catalonia Manresa Fully permitted 24,610 274 7 44 282
Alcoholera Catalonia Manresa Developable 9,081 76 3 16 338
Calderotas Catalonia Martorell Organized 16,260 187 1 33 72

Mollet del
Can Fabregas Catalonia Organized 13,087 123 3 26 202
Vallés
Edifici Ernest Lluch Catalonia Montornés Fully permitted 9,922 72 5 16 505
73
(1) (1)
PuigAntich Catalonia Montornés Fully permitted 5,114 37 2 9 403
C/ Tetuan Catalonia Sabadell Organized 10,697 88 5 22 457
Can Gambus Catalonia Sabadell Fully permitted 11,057 101 5 23 449
La Guinardera II-1ªF Catalonia Sant Cugat Fully permitted 14 0 0 0 519
La Guinardera II VTA Catalonia Sant Cugat Fully permitted 39 0 0 0 519
Rat Penat Catalonia Sitges Fully permitted 4,032 28 5 16 1,238

Parque Vall Paradis
Catalonia Tarrasa Organized 15,431 144 11 36 685
CªRubí
Gasómetro I Catalonia Tarrasa Fully permitted 8,814 88 7 22 776
Pedraforca Catalonia Tarrasa Fully permitted 18,766 175 6 34 301

Av. Barcelona 102-
Catalonia Tarrasa Fully permitted 5,924 50 5 10 776
112
Rbla Nebridi Catalonia Tarrasa Fully permitted 5,051 50 4 10 792
Fupar Fira Catalonia Tarrasa Fully permitted 8,984 96 4 20 482
C/ Doctor Pearson, 52 Catalonia Tarrasa Fully permitted 6,842 84 3 14 387
Prat de la Riba Catalonia Tarrasa Fully permitted 4,404 55 3 10 769
C/Marconi, 126 Catalonia Tarrasa Fully permitted 8,087 83 3 15 365
C/ Tarragona, 107 Catalonia Tarrasa Fully permitted 4,602 43 2 9 352
Cooperativa P3-3 Catalonia Tarrasa Fully permitted 2,887 28 2 6 766
C/ Bilbao, 1 Catalonia Tarrasa Fully permitted 2,814 32 1 5 181
C/Manresa, 86 Catalonia Tarrasa Fully permitted 1,266 14 0 2 245
Sector Llevant Catalonia Viladecans Organized 11,221 110 3 26 285
C/ Rutlla, 87 Catalonia Gerona Fully permitted 989 10 1 2 627
Copa D’or Catalonia Lleida Fully permitted 18,330 141 6 30 316
La Llotja Catalonia Lleida Fully permitted 27,290 240 3 40 102

C/ Sant Pauli de Nola,
Catalonia Lleida Fully permitted 7,625 45 2 12 243
35
Copa D’or Fase I
(Residencial Imspira)
C/ Manuel Carrasco,
21
C/ Lluis Mestres, 4
(Edifici Lluis Mestres Catalonia Tarragona Fully permitted 4,260 43 3 9 716
included)
C/ Joan Miró, 5 Catalonia Tarragona Fully permitted 2,030 20 2 5 808
74
(1) (1)
Torredembar
Sant Jordi UA.10d Catalonia Fully permitted 10,575 93 9 22 813
ra
Community Alcalá de
Espartales Norte Fully permitted 5,900 50 3 12 559
of Madrid Henares
Alcorcón Valdepolo I Community
Alcorcón Non Urban 269,258 1,215 45 401 166
-IV of Madrid
Community
Distrito Norte Alcorcón Non Urban 231,854 853 37 312 160
of Madrid
Promotora MVC
Community
(ALCORCON Alcorcón Non Urban 118,581 453 22 166 189
of Madrid
NORTE)
Valdepolo I-IV Community
Alcorcón Non Urban - 0 0 0 n.a.
(Yeguada) of Madrid
Community Arganda del
Cerro del Castillo Fully permitted 13,675 200 3 22 241
of Madrid Rey
Residencial Mirador Community Collado
Fully permitted 5,100 64 6 6 1,078
de Guadarrama of Madrid Villalba
Community
La Estación Getafe Developable 38,118 380 10 50 270
of Madrid
Community
Complejo Mesena Madrid Fully permitted 18,400 160 38 92 2,064
of Madrid
Community
Los Cerros Madrid Organized 175,056 1,644 19 92 111
of Madrid
Suelo Nieremberg Community
Madrid Fully permitted 10,916 87 19 48 1,769
(Normon) (2) of Madrid
Community
Rosales Residencial Madrid Fully permitted 14,619 132 15 27 1,040
of Madrid
Community
Santiago Cordero Madrid Organized 5,517 60 5 14 843
of Madrid
Community
C/ Valliciergo, 4 Madrid Developable 1,451 18 2 5 1,654
of Madrid
Prolongación Community
Madrid Developable 287 3 0 1 1,168
Castellana of Madrid
Community
Plaza del Liceo Madrid Fully permitted 385 0 0 0 473
of Madrid
Community
Real de Aravaca Madrid Fully permitted 30 0 0 0 600
of Madrid
Community Paracuellos
Villas de Miramadrid Fully permitted 8,466 46 6 16 707
of Madrid del Jarama
Community Paracuellos
Balcón de las Artes (2) Fully permitted 1,258 12 2 2 1,864
of Madrid del Jarama
Community Pozuelo de
Arpo Organized 46,289 252 25 111 540
of Madrid Alarcón
Sector “El Community
Valdemoro Fully permitted 20,653 187 7 42 331
Postiguillo” (5) of Madrid
Residencial San Community
Valdemoro Fully permitted 5,120 43 3 8 488
Cosme of Madrid
Sector RB.5A Community
Valdemoro Fully permitted 942 9 1 3 603
“Cantonegro” (5) of Madrid
Community Villaviciosa
Monte la Villa Fully permitted 11,700 39 3 20 286
of Madrid de Odón
Valencian
UE-1Vinival Alboraya Developable 57,099 445 17 127 305
Community
Valencian
Alfafar Alfafar Fully permitted 12,378 134 12 23 965
Community
Valencian
Benalua Alicante Fully permitted 18,914 143 9 35 477
Community
75
(1) (1)
APD-6 “Cornisa de
San Agustín” Valencian
Alicante Fully permitted 14,062 121 8 23 535
“Mirador de San Community
Blas”
Valencian
Albufereta Alicante Organized 15,099 123 5 31 325
Community
Valencian
Mirador de San Blas I Alicante Fully permitted 3,533 32 5 5 1,378
Community
Valencian
Mirador del Sur Alicante Fully permitted 4,320 0 4 4 992
Community
Valencian
Parque Dorado I y II Alicante Fully permitted 454 0 1 1 1,202
Community
Valencian
Parque Norte Alicante Fully permitted 855 0 0 0 582
Community
Valencian
Parque Paraiso I y II Alicante Fully permitted 172 0 0 0 90
Community
Valencian
U.E. 3 del E-27 Elche Fully permitted 31,324 263 19 56 621
Community
Valencian
E.2 AR-88 Elche Organized 9,651 97 5 18 515
Community
Valencian
Sector 6 Finestrat Fully permitted 5,655 69 1 12 258
Community
Valencian
Adsubia-Rebaldi 3 Jávea Developable 1,346 9 1 3 691
Community
Valencian Sant Joan de
Nou Nazareth Fully permitted 20,853 170 5 31 248
Community Alacant
Valencian San Vicente
Castellet Organized 12,056 120 1 18 71
Community d Raspeig
PERI “El Acequión” Valencian
Torrevieja Fully permitted 44,547 449 29 102 655
UE-2 Community
Valencian
Benicásim Golf Benicasim Fully permitted 27,900 212 16 54 562
Community
Valencian
Panoramica II y III Castellón Fully permitted 30,060 296 11 43 378
Community
Avda. Enrique Valencian
Castellón Fully permitted 23,440 260 4 32 174
Gimeno, 79 Community
Valencian
Avda. Valencia, 95 Castellón Fully permitted 8,420 65 1 10 131
Community
SECTOR UER-17- Valencian
Castellón Organized 8,604 79 1 16 171
CASTELLON Community
Valencian
Pinar del Golf Castellón Fully permitted 656 0 1 1 1,007
Community
Valencian
Panoramica I Castellón Fully permitted 100 0 0 0 180
Community
Valencian
Almenara I y II Castellón Fully permitted 100 0 0 0 280
Community
Valencian
PAI “Belcaire Sur” Moncofar Fully permitted 14,142 130 7 22 512
Community
Edificio Puerta del Valencian Oropesa de
Fully permitted 1,325 19 1 2 974
Mediterráneo Community Mar
Valencian
Betera II Bétera Fully permitted 10,468 70 5 17 458
Community
Sector R-10, R-11 y Valencian
Bétera Organized 22,182 132 4 40 187
R-12 Community
Valencian
Sector R-8 y R-9 Bétera Fully permitted 6,455 35 3 10 416
Community
Valencian
Villas de la Calderona Bétera Fully permitted 3,491 19 1 5 426
Community
76
(1) (1)
Valencian
Sector SP-1 El Puig Developable 12,092 84 2 21 178
Community
Valencian
Sectores SP-3 y 4 El Puig Developable 3,116 19 1 6 225
Community
Parcela 4-Quart de Valencian Quart de
Poblet Community Poblet
Valencian Quart de
Molí d’Animeta Organized 19,771 177 1 26 30
Community Poblet
Sagunto Pueblo Valencian
Sagunto Fully permitted 26,592 241 11 42 418
N.Palancia Community
Valencian
SUP-2 Este Sagunto Fully permitted 62,260 604 27 100 433
Community
Sagunto Puerto Valencian
Sagunto Organized 9,833 98 3 17 300
SUNP-VI Community
Valencian
Residencial Vivaldi Sagunto Fully permitted 3,342 21 1 5 355
Community
Valencian
Vedat VI Torrent Fully permitted 1,705 8 1 2 413
Community
Valencian
Vedat VII Torrent Fully permitted 3,053 16 1 4 446
Community
Valencian
Vedat VIII Torrent Fully permitted 1,750 9 1 2 318
Community
Valencian
Vedat IV Torrent Fully permitted 168 1 0 0 1,250
Community
Camino Moreras II Valencian
Valencia Fully permitted 58,210 475 25 97 428
(Moreras F1 included) Community
Valencian
Benimaclet Valencia Developable 54,485 490 13 112 242
Community
Valencian
Patraix Valencia Fully permitted 9,179 81 4 15 399
Community
Valencian
Agustín Lara Valencia Developable 8,966 88 3 17 335
Community
Valencian
C/ Valle de Ayora, 25 Valencia Fully permitted 1,382 18 1 3 543
Community
Valencian
Gandia Pio XI II y III Valencia Fully permitted 1,386 0 1 1 983
Community
Valencian
Moreras VPO Valencia Fully permitted 442 0 0 0 922
Community
Valencian
Metrovacesa Resort Valencia Fully permitted 333 0 0 0 1,471
Community
Valencian
Paterna II Valencia Fully permitted 25 0 0 0 598
Community
Valencian
Carcaixent I Valencia Fully permitted 10 0 0 0 200
Community
San Pedro de Visma Galicia A Coruña Fully permitted 72,608 567 24 130 335
O Portiño Galicia A Coruña Developable 96,228 915 19 165 202
Percebeiras Galicia A Coruña Developable 29,032 234 15 67 517

La Gaiteira
(Residencial Gaiteira, Galicia A Coruña Fully permitted 7,390 73 5 17 724
30 included)
Avda. Buenos Aires
(Residencial Galicia Pontevedra Fully permitted 12,266 100 5 22 367
Novolerez)
Santiago de
C/ Manuel Beiras Galicia Fully permitted 4,010 29 2 8 499
Compostela
77
(1) (1)
Santiago de
San Marcos Galicia Fully permitted 10,107 69 1 6 82
Compostela
Balearic
Sector Levante (3) Mallorca Fully permitted 183,588 556 80 365 436
Islands
Balearic Sant Josep de
Plaza de la Mar Organized 4,749 27 5 17 1,008
Islands Sa Talaia
Avd. San Agustín Organized 3,634 19 3 11 736
Islands Sa Talaia
C/ Sa Punta de Balearic Sant Josep de
S`Embarcador Islands Sa Talaia
Balearic Santa Eulalia
Cala Llonga Fully permitted 5,637 37 2 14 314
Islands del Rio
Portmany 4.20 Non Urban 0 0 1 0 n.a.
Islands Sa Talaia
Canary
Avda. El Mirón Arucas Fully permitted 5,001 48 1 6 126
Islands
Canary
Caleta Mária Luisa Abades Fully permitted 22,627 284 4 34 194
Islands
Canary
Parque de la Reina Arona Fully permitted 101,436 720 10 131 95
Islands
Canary
Avda. El Palm Mar Arona Fully permitted 7,466 74 3 13 402
Islands
Canary
Candida Peña Bello Arona Fully permitted 960 6 1 1 833
Islands
Canary
Corralejo Poligono 9 La Oliva Fully permitted 39,469 329 14 67 345
Islands
Las Palmas
Canary
Las Torres de Gran Fully permitted 38,036 415 12 68 325
Islands
Canaría
Las Palmas
Canary
Ctra de Chile, 37 de Gran Fully permitted 3,430 20 1 5 262
Islands
Canaría
Las Palmas
Canary
C/ Uruguay, 31 de Gran Fully permitted 1,555 14 1 3 412
Islands
Canaría
Las Palmas
Canary
C/ Alférez Provisional de Gran Fully permitted 1,588 13 1 2 422
Islands
Canaría
Las Palmas
Canary
PPO “Barranco Seco” de Gran Organized 1,698 18 1 4 397
Islands
Canaría
Canary
Caleta de Famara Teguise Organized 10,801 150 3 18 268
Islands
“Novocarthago” Murcia Cartagena Organized 65,544 487 18 126 276
Los
“Torre del Rame” Murcia Fully permitted 14,784 167 11 27 712
Alcázares
ZM-CH-4 UA.2
Murcia Murcia Fully permitted 47,198 471 19 83 404
“Churra 4”
PN-07 UA-2 “El
Puntal” Ed. Murcia Murcia Fully permitted 12,922 117 12 29 893
Montblanc
Avda. de Madrid Aragon Zaragoza Organized 5,610 50 4 14 738
Cesareo Alierta Aragon Zaragoza Organized 17,931 135 1 24 80
Unipapel La Rioja Logroño Fully permitted 8,775 104 3 16 356
terrazas La Rioja Logroño Fully permitted 3,769 44 2 7 642
78
(1) (1)
Soto de Lezkairu
(Soto de Lezkairu Navarre Pamplona Fully permitted 27,822 232 17 62 622
Fase 1 included)
Arrosadia (Arrosadia
Navarre Pamplona Fully permitted 14,684 144 9 32 628
F1 included)
Lago de Arrosadia Navarre Pamplona Fully permitted 6,338 38 5 10 798
Basque
Parque Serralta Barakaldo Fully permitted 22,451 259 11 54 486
Country
Basque
Gaztelondo Berria Gaztelondo Fully permitted 6,503 47 6 18 966
Country
Basque
330-Pza del Gas (5) Bilbao Fully permitted 40 0 0 0 2,421
Country
Principality
Vaqueros la Estrecha Oviedo Organized 14,600 152 2 21 116
of Asturias
Total Residential 4,818,183 36,454 1,893 8,598 393

__________
(1) Based on Valuation Reports.
(2) Metrovacesa Arrendamiento asset.
(3) Land that has a mixed residential and commercial use. Metrics are shown adjusted for the future
expected weight of residential use.
(4) Developments already delivered as of the date of this Prospectus.
(5) GDV refers to 100% of the ownership, as reflected in Savills Valuation Reports.
Commercial
Urban GAV GDV

Region / Buildable area GAV
Name permitting Units(2) Main use (€MM) (€MM)
City (sqm) (1) (1) (€/sqm)
status
Andalusia / Fully
5.UE.8 “Sotorebolo” 4,600 0 Retail 2 6 473
Algeciras permitted
Andalusia / Fully
Locales Sotorebolo 457 0 Retail 1 1 1,139
Algeciras permitted
“Crec.Resid.Norte” Andalusia /
Non urban 47,796 238 Hotel 11 89 225
Albacerrado Algeciras
3 UE.16 “Alamillos Andalusia /
Organized 61,013 300 Retail 12 65 196
Este” Algeciras
Canary
PPO “Barranco Fully
Islands / 28,178 0 Hotel 27 69 958
Balito” permitted
Mogan
Catalonia /
Pere IV (Loinsa) (2) Organized 32,819 0 Office 35 192 1,055
Barcelona
Catalonia /
Almogavers(2) (5) Organized 16,733 0 Office 20 102 1,189
Barcelona
Catalonia /
Balius(2) Organized 9,477 0 Office 12 62 1,282
Barcelona
Catalonia / Fully
Llacuna(2) 9,960 0 Office 14 64 1,426
Barcelona permitted
Catalonia / Fully
Cornellá(2) 13,000 0 Office 8 54 651
Cornella permitted
Catalonia /
Fully
La City Condominio(2) L.Hospitalet 21,822 0 Hotel 19 69 849
permitted
de Llobregat
Catalonia /
Fully
La City(2) L.Hospitalet 52,054 0 Office 52 264 1,001
permitted
de Llobregat
Catalonia /
Fully
La City L.Hospitalet 61,741 0 Office 63 305 1,024
permitted
de Llobregat
79
Urban GAV GDV
City (sqm) (1) (1) (€/sqm)
status
Avda. Manuel
Catalonia /
Fernandez Marquez, Fully
Sant Adria de 15,541 32 Office 8 36 533
13 (Edifici Llul 495 permitted
Besos
included)
Catalonia / Fully
Vilamarina Oficinas(2) 16,800 0 Office 8 59 468
Viladecans permitted
Community
Fully
Fuencarral - Clesa of Madrid / 91,025 0 Office 114 453 1,255
permitted
Madrid
Community
Fully
Valdebebas Terc. of Madrid / 61,131 0 Office 81 390 1,329
permitted
Madrid
Community
Fully
Josefa Valcarcel of Madrid / 8,659 0 Office 16 53 1,839
permitted
Madrid
Community
Fully
Las Tablas A17-2(2) of Madrid / 8,708 0 Hotel 10 22 1,148
permitted
Madrid
Community
Fully
Manoteras 14(2) of Madrid / 12,016 0 Office 12 62 1,023
permitted
Madrid
Community
Fully
Monteburgos I(2) of Madrid / 56,653 0 Office 85 355 1,509
permitted
Madrid
Community
Fully
Monteburgos II(2) of Madrid / 11,250 0 Office 17 71 1,478
permitted
Madrid
Community
Fully
Monteburgos III(2) of Madrid / 4,341 0 Office 6 28 1,446
permitted
Madrid
Community
Fully
“Valdelacasa” of Madrid / 20,655 0 Office 13 79 624
permitted
Alcobendas
Castilla La
Parcela 62 y 63 Fully
Mancha / 99,467 0 Other 1 n.a. 11
Sigüenza(2) permitted
Sigüenza
Castilla La
Fully
Parcela 3.3 Torija(2) Mancha / 20,342 0 Other 1 n.a. 59
permitted
Torija
Castilla La
Fully
Parcela A Yunquera(2) Mancha / 6,959 0 Other 0 n.a. 23
permitted
Yunquera
ZP-CH-03-2 Sector Murcia /
Organized 28,821 0 Office 9 34 302
Este “Churra 3” Murcia
Principality
Fully
Ribadesella of Asturias / 200 0 Retail 0 0 595
permitted
Ribadesella
Castilla Leon Fully
Campo de Golf (2) 912 0 Other 4 4 3,839
/ Aldeamayor permitted
Castilla Leon Fully
Local Aldeamayor(2) 210 0 Other 0 0 395
Castilla Leon Fully
Aldeamayor Golf 42,481 21 Retail 10 48 234
Camino de Sta.María
Castilla Leon
(Ciudad del Bienestar) Developable 450,839 487 Other 10 113 21
(6) / Aldeamayor
Campo de Golf Andalusia / Fully
0 Other 3 3 n.a.
Mundo Aguilón Pulpí permitted 0
Total Commercial - - 1,316,660 1,078 684 3,152 520
80
Urban GAV GDV
City (sqm) (1) (1) (€/sqm)
status
Total Residential
- - 6,134,843 37,532 2,578 11,750 420
and Commercial
__________
(1) Based on the Valuation Reports.
(2) Metrovacesa Arrendamiento asset.
(3) Units are reflected in our commercial land that has a mixed residential and commercial use. Metrics are
shown adjusted for the future expected weight of residential use.
(4) Developments already delivered as of the date of this Prospectus.
(5) “Fully permitted” since December 2017.
(6) GDV refers to 100% of the asset, as reflected in Savills Valuation Reports.
Residential Development
Our residential development line of business is the core component of our business. We are the leading
residential developer in Spain in terms of residential buildable units (37,532, almost three times as many as our
closest competitor, Aedas) number of buildable residential sqm (4.8 million sqm) and GAV (€1.9 billion, of
which €1.3 billion of GAV is fully permitted), each as of September 30, 2017 (source: publicly filed prospectus
and interim reports of competitors, Aedas, Neinor and Via Celere). As of September 30, 2017, our residential
portfolio had an aggregate GDV of approximately €8.6 billion. As of the date of this Prospectus, we have 2,263
active units, of which 919 were from under construction to delivery phases, and represented €217 million in
GAV and €585 million in GDV, and we have delivered 124 units.
The following chart sets forth the breakdown of active units of our residential land bank portfolio, as of the date
of this Prospectus:
81
The following table sets forth the active units of our residential land bank portfolio by autonomous region as of
the date of this Prospectus that correspond to 51 active developments. Active units include those units which are
in the product design stage, in commercialization or under construction (including those that have received their
first occupancy license).
Number
Residential developments by Expected
City of units Phase
autonomous region (1) Delivery
Date (2)
Andalusia
Artola Alta Marbella 44 Project Design 2020
Bahia de las Rocas P-51 Manilva 46 Project Design 2020
C/Amapolas Casares 43 Project Design 2019
C/Marineros (Albacora Villages) Isla Cristina 61 Project Design 2020
Le Mirage IV R9 Cancelada-Estepona 78 Project Design 2020
El Brillante F1 (Villas de Alhaken F1) Cordoba 21 Project Design 2020
La Alborada F1 + F2 Benahavis 58 Project Design 2020
Residencial Altantia Huelva 45 Project Design 2020
Complejo Pier 1 Rota 67 In Commercialization 2020
La Galera I Estepona 66 In Commercialization 2019
Majestic Heights Bahia de las Rocas 47 In Commercialization 2019
Mirador de la Albaida Cordoba 40 In Commercialization 2020
Residencial Citrea Malaga 25 In Commercialization 2020
Residencial Nereidas Torremolinos 104 In Commercialization 2020
Residencial Oasis Algeciras 32 In Commercialization 2019
Riva Residencies Marbella 6 In Commercialization 2019
Edificio Gregorio Marañon Almeria 98 Under Construction 2018
Le Mirage I y II Cancelada-Estepona 72 Under Construction 2019
Le Mirage III (R-4, R-5 , R-6) Cancelada-Estepona 95 Under Construction 2019
First Occupancy
Villa Bahia de las Rocas Manilva 13 2018
License
2018-
Mundo Aguilon Feel Priv. Pulpi 197 Delivery
2020
Reserva de Sotorebolo Algeciras 8 Delivery 2017
Sotorebolo Locales Algeciras 3 Delivery 2017
Terrazas III Estepona 5 Delivery 2017
Total Andalusia - 1,274
Madrid
Res. Mirador de Guadarrama Collado Villalba 64 Under Construction 2018
Residencial San Cosme Valdemoro 43 Under Construction 2019
Rosales Residencial Villaverde 132 Under Construction 2018
Villas de Miramadrid Paracuellos del J. 46 Under Construction 2019
Total Madrid - 285 -
Catalonia
Edifici Ernest Lluch Montornes 72 Project Design 2019
Edifici Dr. Barraquer 8 Castelldefels 9 Project Design 2019
Edifici Lluis Mestres 4 Tarragona 36 Project Design 2020
Edifici Llul 495 San Adria del Besos 30 Project Design 2020
Edifici Navas de Tolosa 310 Barcelona 15 Project Design 2020
Edifici Rambla St. Nebridi 25 Terrasa 42 In Commercialization 2020
Residencial Copa D’or F1
Lleida 33 In Commercialization 2019
(Residencial Imspira)
82
Total Catalonia - 237
Navarre
Soto de Lezkairu F1 Pamplona 49 Project Design 2020
Lago de Arrosadia Pamplona 38 Under Construction 2018
Total Navarre 87
Galicia
Av. Buenos Aires (Residencial
Pontevedra 92 Project Design 2020
Novolerez)
Residencial Gaiteira, 30 A Coruña 53 Project Design 2020
Total Galicia 145
Valencian Community
Moreras Fase I Valencia 53 Project Design 2020
Edif. Puerta del Mediterraneo Oropesa 19 In Commercialization 2018
Residencial Vivaldi Sagunto 21 In Commercialization 2019
Villas de la Calderona Betera 19 In Commercialization 2019
Vedat Seis Torrent 8 Under Construction 2018
Vedat Siete Torrent 16 Under Construction 2018
Vedat Ocho Torrent 9 Under Construction 2018
Mirador de San Blas 1 Alicante 13 Delivery 2017
Total Valencian Community 158
Basque Country
Gaztelondo Berria Bilbao 47 Under Construction 2019
Total Basque Country 47
Castile and Leon

Mirador de Jalon Valladolid 18 In Commercialization 2019
Hacienda Seis Aldeamayor 6 Under Construction 2018
Total Castile and Leon 24
Canary Islands
First Occupancy
Candida Peña Bello Gran Canaria 6 2018
License
Total Canary Islands - 6 -
Total Active Units (3) - 2,263 -
(1) The design of the development and the size of the units might cause the number of active units to be lower than the
number of potential units. The Company determines the design and the size of the units to be developed after
analyzing the addressed market on a case by case basis.
(2) Refers to the start of the delivery phase.
(3) 2,263 homes. Including retail premises, 2,306 units
Residential Development Process
We manage all stages of the residential development process. Our residential development process is comprised
of seven stages: (i) preparation, (ii) project design, (iii) commercialization, (iv) construction, (v) first occupancy
license, (vi) delivery and (vii) post-sale.
The following chart sets forth a summarized overview of our residential development process:
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1. Preparation (two months)
Our residential development process begins with the elaboration of a thorough market analysis based on market
studies that analyze the supply (which include an analysis of product offering from direct competition in
surrounding areas as well as secondary competition, price analysis and financing conditions) and demand of the
residential market of the city, district, neighborhood and areas of influence where the land plot is located (which
includes demand size, evolution of population, historical transactions, expected demand for coming years and
product typology preference (i.e., area, number of rooms, common areas and quality of installations)).
These market studies are carried out by the regional office where the land plot is located, to take advantage of
their first-hand local knowledge, which allows us to understand our customers’ needs and local market
dynamics in line with our client-centric approach. The regional office is also supported by other departments,
including our newly created internal research department that analyzes macroeconomic trends and cross-checks
business plans, and by information from real estate big data providers and specific studies from independent
researchers and real estate platforms, among others.
The development manager of the regional office where the land plot is located uses these market studies to
define the initial product describing key elements, such as number and size of units and common areas, number
of bedrooms per units, target buildable area, terraces, type and amount of financing required, development costs,
pricing analysis, operating margins and return analyses, potential sales, and marketing and selling strategies.
The regional office also puts together a good part of the business plan for the development with input on prices,
sales, marketing, selling strategies and operating margins. The information related to development costs and
construction is provided by our centralized technical department, the financial information is provided by our
centralized finance department and the information related to billing parameters, price analysis and
commercialization is provided by the relevant regional office.
Once the business plan is completed, the relevant regional manager, in consultation with our operations
department, our chief operating officer and with the approval of our management committee, selects the
architect for the development. Architects are selected mainly based on reputation, experience and knowledge of
the applicable area where the development will be located, the type of development and the applicable local
regulations. We pay the architects we selected a fee of approximately 4% to 6% of the works execution budget
upon completion of the various milestones of the project. To avoid delays, we typically do not use the same
architect for more than two projects that are being developed simultaneously and we do not have pre-existing or
framework agreements with architect companies. The performance of the architect is supervised by the relevant
development manager. Architects prepare the basic project (proyecto básico) (the “Basic Project”) which
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contains information required for obtaining a construction license, including basic distribution and façades to
comply with urbanistic parameters such as total area, buildable area and building height. The Basic Project is
added to the business plan and submitted to the management committee for approval.
Following the selection of the architect, the development manager submits the business plan proposal for
approval. The business plan is analyzed in detail by our operations department and the relevant regional
manager and is then submitted to the management committee for final approval. The management committee
takes into consideration a variety of factors to determine if a business proposal is acceptable, including market
conditions (with a special focus on supply and demand) in the area where the land plot will be developed,
overall timing, estimated gross margins, estimated returns, estimated EBITDA, experience of the architect and
contemplated fees, experience of the commercialization agency and fees, potential downside and risks, and
environmental risks. The management committee follows a standard procedure for each development which
includes, among others, a financial analysis and targeted returns of each project, SWOT analysis (strengths,
weaknesses, opportunities and threats of each project) and an analysis of the commercial strategy, among others.
If the business plan is approved, the development is launched (the “Initial Launch Decision”) and the
agreement with the pre-selected architect is executed.
The following table sets forth a list of our land development portfolio in the preparation phase as of the date of
this Prospectus:
Expected
Number GAV GDV Delivery
Name of Development Autonomous region of units (€MM)(1) (€MM)(1) Date (2)
Almerimar (3) Andalusia 107 3 16 2020
San Juan de Aznalfarache Andalusia 78 3 13 2021
Rota Parcela D Andalusia 60 3 11 2020
Av. De la Marina Andalusia 30 1 6 2020
Sector Levante Balearic Islands 135 6 26 2020
Lord Nelson- Cala Llonga Balearic Islands 37 2 14 2021
Sa Punta de S`Embarcador Balearic Islands 14 2 7 2020
Las Torres Canary Islands 80 3 14 2020
Corralejo F1 Canary Islands 60 2 12 2020
Calle Uruguay Canary Islands 14 1 3 2020
Ramon Turro Fase I (3) Catalonia 22 3 8 2020
Cerro del Castillo (3) Madrid 100 2 11 2020
Espartales Norte Madrid 50 3 12 2020
Normon Madrid 70 19 48 2020
Monte de la Villa Madrid 39 3 20 2020
Rua Manuel Beiras Galicia 36 2 8 2020
El Aceqiuón F1 Valencian Community 160 11 39 2020
Puerto de Sagunto Plurif Valencian Community 54 3 9 2020
Finestrat (3) Valencian Community 15 0 3 2020
Arrosadia F1(3) Navarre 32 2 7 2020
Total ........................................ 1,193 73 286
(1) Based on the Valuation Reports and calculated proportionately to the buildable area of the developments.
(3) GAV and GDV calculated proportionately to the number of units of the developments.
2. Project Design (three months)
Following the Initial Launch Decision, we request a building permit from the relevant city council, which
requires the payment of an urbanization tax ranging between 0.75% to 1.0% of the works execution budget. In
addition, the architect commences the preparation of an execution plan for the project based on the business
plan. In parallel to this process, our commercialization department begins planning the commercialization
strategy and conducting the prequalification process for a third-party broker. Additionally, marketing materials
are prepared during this phase (including brochures, billboards, videos, 3D presentations and infographics), all
of which are outsourced under the supervision of the marketing department and the relevant regional manager.
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In addition, the technical aspects of the Basic Project, including the materials, infrastructure and installations
engineering are carried out by external engineers and architects in accordance with our specifications and under
the supervision of our centralized technical team. Our centralized technical team suggests general parameters
and solutions for the design of the project and provides detailed information for contractor tender process
through blueprints, drawings, technical specifications and a detail budget. This aspect differentiates us from
other competitors who have to use pre-approved manuals on specifications, materials and type of products
required to be delivered, giving us flexibility to adapt to the conditions of the area where the development will
be located by exerting the minimum intervention over the land and aiming to recover and put into value any
features of interest. We use construction materials that aim to reduce carbon dioxide emissions as much as
possible, which is possible due the extensive experience of our technical team in environmental assessment
credentials.
The following table sets forth a list of our land development portfolio in the project design phase as of the date
of this Prospectus:
Number Expected
Autonomous of active GAV GDV Delivery
Name of Development region units (€MM)(1) (€MM)(1) Date (2)
Le Mirage IV R9 Costa del Sol 78 7 19 2020
C/Marineros (Albacora Villages) Andalusia 61 4 16 2020
La Alborada F1+F2 Costa del Sol 58 10 25 2020
Bahía de las Rocas P-51 Costa del Sol 46 2 11 2020
Residencial Atlantia Andalusia 45 2 9 2020
Artola Alta Costa del Sol 44 6 23 2020
C/ Amapolas Costa del Sol 43 3 9 2019
El Brillante F1 (Villas de Alhaken F1) Andalusia 21 4 13 2020
Edifici Ernest Lluch Catalonia 72 5 16 2019
Edifici Lluis Mestres, 4 Catalonia 36 3 9 2020
Edifici Llull, 495 Catalonia 30 2 7 2020
Edifici Navas de Tolosa, 310 Catalonia 15 3 7 2020
Edifici Dr. Barraquer, 8 Catalonia 9 2 4 2019
Av. Buenos Aires (Residencial Novolerez) Galicia 92 5 22 2020
Residencial Gaiteira, 30 Galicia 53 5 17 2020
Soto de Lezkairu F1 Navarre 49 4 13 2020
Valencian
Moreras Fase I 53 3 11 2020
Community
Total ................................................................. 805 67 233
3. Commercialization/Detailed Design and Procurement (three to six months)
During the commercialization/detailed design and procurement phase, we select our broker, initiate our
marketing plan, obtain the building Permit, commence our pre-sales process, obtain the financing required for
the applicable development and select the third-party contractors.
Broker Selection: During the commercialization/detailed design and procurement, our regional director, in
consultation with our operations department and with the management committee approval, selects the broker
for the project. To facilitate internal synergies, the broker selection process is also supervised by the project
manager for the specific development. Brokers are selected based on experience, service quality, selling
capacity, customers’ familiarity with them and customer service. In the case of second/vacation residential
developments we tend to work with specialized brokerage agencies who are able to sell at the place where the
targeted customers are located (e.g., UK and Scandinavian countries) rather than the place where the property is
located. The fees we pay the brokers we hire are standardized but take into account the type of development and
its location. For example, broker fees for principal residences range between 2% to 3% of the selling price of the
residence, and broker fees for secondary or vacation residences range between 5% and 8% of the selling price of
the residence. In addition, as with other aspects of our residential development process, we do not have a
framework agreement with any specific broker or a maximum number of projects per broker, which gives us the
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flexibility to select the best broker available for the specific project with the local market and target client
expertise.
Marketing Plan: The marketing plan is launched by our marketing department in coordination with the regional
manager and the development manager. Our marketing efforts are supported by third-party advertisement
agencies that create the marketing materials and brochures and prepare presentations for our website and social
media. While we rely on these third-party advertisement agencies (which allows us to keep abreast of the latest
sales and commercialization techniques) our development project manager and marketing and technical
departments are closely involved in selecting the marketing materials based on our company-wide
specifications. These specifications and our close monitoring of the third-party advertisement agencies facilitate
the homogenization of our marketing efforts for all of our projects at a national level.
Building Permit: During this phase, we also obtain the building Permit from the corresponding city council.
Upon the granting of the building Permit, a construction tax (Impuesto de Construcciones, Instalaciones y
Obras) equal to 4% of the construction budget is paid by us.
Pre-Sales Process We typically aim to pre-sell 30% of the estimated sales value of the development before
beginning construction. The pre-sale process is essential for the financing of the development and is closely
monitored by our regional manager and management committee. Customers normally deposit approximately
10% of the unit’s selling price at the time of the pre-sale. As of the date of this Prospectus, approximately 60%
and 30% of our 2019 and 2020 targeted deliveries, respectively, have already been presold.
Financing: As part of our development process, we also obtain development financing from financial
institutions, in the form of mortgage loans, for each of our developments. The negotiations for these financings
take place between the launching of the development and the granting of the building Permit and are led by our
finance department. The execution of the financing agreements usually takes place once the building Permit has
been granted, concurrently with the execution of guarantees securing deposits made by our customers. These
financings are subject to certain conditions agreed upon with the financial institutions (including certain equity
contributions, a certain level of pre-sales and the registration of the mortgage for the relevant development).
Initial drawdowns are subject to the satisfaction of certain conditions precedent such as a minimum pre-sales
level, filing of mortgages, minimum equity investments (typically between 25% to 35%), and the signing of
construction contracts. Subsequent drawdowns are conditioned upon the completion of certain construction
milestones, completion and delivery of the project. These financing agreements allow for subrogation on
delivery of the project that transforms the instrument into customers’ retail mortgages. We also allow for
monthly withdraws subject to covenant compliance and third-party verification. The LTV is generally equal to
80% of the total GDV of the project, with an available amount being equal to 100% of the sum of the hard and
soft costs. To expedite the financing process and reduce negotiation costs, we have standardized forms of credit
agreements with certain key local financial institutions. This standardized form includes a form of mortgage
deed as well as various representations and warranties, covenants and conditions similar to those we have agreed
in the past.
Contractor Bidding: We have an advanced and standardized contractor selection process for our developments,
which is homogeneous across regions and project size. The contractor selection process is managed by our
centralized technical department in consultation with the architect working on the project. In order for
contractors to bid for our developments, they need to have met certain predefined standards in advance. Our
prequalification process is generally based on a short-list of contractors that have worked with us in the past and
analyses several aspects such as the contractor’s experience, financial solvency, reputation and size. Our
prequalification process is regularly updated with new contractors and prequalified contractors may end being
disqualified if their performance in a current or prior development has not been up to our standards. Depending
on the development, usually between five and ten contractors are invited to the first bidding round and all of
them must deliver their proposals in accordance with predefined terms. Contractors are selected after several
bidding rounds to homogenize proposals, the last of which involves face-to-face meetings with the remaining
two to four contractors to analyze their respective proposals in detail. To minimize construction risk, we
generally work with different contractors and we do not have pre-existing agreements with contractors.
Once the pre-sale volume for the relevant project reaches 30% of the estimated sales value of the development,
we have obtained the relevant building Permit, and all the required financing is in place, our technical
department prepares a construction launch proposal which is submitted by our chief operating officer to our
management committee. Based on such proposal, our management committee and, if the construction budget
exceeds €5 million, our Board of Directors, decides on whether or not to approve the construction of the
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development (the “Construction Launch Decision”) taking into consideration, among other factors, the
contractor’s proposal, the technical analysis, and the target EBITDA, margins and returns of the project.
The following table sets forth a list of our land development portfolio in the commercialization/detailed design
and procurement phase as of the date of this Prospectus:
Number Expected
of active GAV GDV Delivery
Name of Development Autonomous region units (€MM)(1) (€MM)(1) Date (2)
Residencial Nereidas Costa del Sol 104 17 43 2020
Complejo Pier 1 Andalusia 67 2 12 2020
La Galera I Costa del Sol 66 3 11 2019
Majestic Heights Costa del Sol 47 3 14 2019
Mirador de La Albaida Andalusia 40 2 9 2020
Residencial Oasis Andalusia 32 2 7 2019
Residencial Citrea Costa del Sol 25 3 10 2020
Riva Residences Costa del Sol 6 2 5 2019
Mirador de Jalón Castile and Leon 18 1 4 2019
Edifici Rambla St. Nebridi, 25 Catalonia 42 4 10 2020
Residencial Copa D’or F1
Catalonia 33 2019
(Residencial Imspira) 2 7
Residencial Vivaldi Valencian Community 21 1 5 2019
Villas de la Calderona Valencian Community 19 1 5 2019
Edificio Puerta del Mediterráneo Valencian Community 19 1 2 2018
Total ............................................... 539 44 146
4. Construction (15 to 18 months)
Following the Construction Launch Decision, we enter into turnkey agreements with our contractors
establishing guarantees and penalties to ensure compliance with timelines and partial milestones. Construction is
outsourced, but are continuously supervised on site by the architect, a project manager and other technicians to
ensure that the works meet our quality standards and avoid cost overruns. To keep track of a project timeline,
project managers hold weekly meetings with each contractor and perform bi-weekly on-site visits. We have also
put in place an ongoing monitoring system requiring our contractors to provide monthly certifications on the
progress of the works and periodic invoices for the relevant monthly period. Reports and invoices are analyzed
by our technical department to verify compliance and monitor potential cost overruns. If the reports and invoices
are acceptable, we pay the contractor within 60 days following the date of the relevant invoice.
We also minimize our risk of non-compliance by requiring contractors to execute a bank guarantee (aval
bancario) for up to 10% of the total value of the agreement. In addition, we retain, for up to a period of twelve
months following the date on which the project is completed, 5% of the total amount of each periodic invoice,
which is returned to the contractor upon satisfactory completion of the construction works. Project managers
formally accept the final delivery of the construction works after a detailed review of the end product to verify
that all works have been properly carried out.
In parallel with the construction works, we execute private sale and purchase agreements with customers with
respect to individual units. Customers usually pay 10% of the unit’s selling price upfront, 10% of the unit’s
selling price in several installments prior to the completion of the works, and the remaining 80% of the unit’s
selling price is paid on the execution date of the unit’s title deed.
The following table sets forth a list of our land development portfolio in the construction phase as of the date of
this Prospectus:
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Expected
Number GAV GDV Delivery
Name of Development Region of Units (€MM)(1) (€MM)(1) Date (2)
Le Mirage III-R-4 Costa del Sol 66 7 18 2019
Le Mirage III-R5-R6 Costa del Sol 29 3 9 2019
Gregorio Marañon Andalusia 98 18 25 2018
Le Mirage I y II Costa del Sol 72 7 17 2019
Hacienda VI Castile and Leon 6 0 1 2018
Rosales Residencial Madrid 132 15 27 2018
Residencial Mirador de Guadarrama Madrid 64 6 6 2018
Res. S. Cosme Madrid 43 3 8 2019
Villas de Miramadrid Madrid 46 6 16 2019
Vedat VII Valencian Community 16 1 4 2018
Vedat VIII Valencian Community 9 1 2 2018
Vedat VI Valencian Community 8 1 2 2018
Lago de Arrosadía Navarre 38 5 10 2018
Gaztelondo Berria Basque Country 47 6 18 2019
Total ................................................... 674 78 164
5. First Occupancy License (two to five months)
Upon completion of the construction phase, we obtain a first occupancy license (see “Regulation—Urban
Planning—Construction licenses—First occupancy licenses (licencias de primera ocupación)”). The first
occupancy license is necessary for the relevant notary public to notarize the description of the new building
(declaración de obra nueva) (see “Regulation—Residential developments and housing regulations”).
The following table sets forth a list of our land development portfolio under construction while is already in the
first occupancy license phase as of the date of this Prospectus:
Number Expected
Autonomous of active GAV GDV Delivery
Name of Development region units (€MM)(1) (€MM)(1) Date (2)
Villas Bahía de las Rocas Costa del Sol 13 3 6 2018

Candida Peña Bello Canary Islands 6 1 1 2018
Total ...................................................... 19 3 7
6. Delivery (one month)
Following the first occupancy license phase, we carry out the delivery of units to our customers along with a
welcome package that includes building dossier, house keys, remote controls, etc. During this phase, we also
organize appointments with the notary public to execute the unit’s title deeds.
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The following table sets forth a list of our land development portfolio under delivery phase as of the date of this
Prospectus:
Number
Autonomous of active GAV GDV
Name of Development region units (€MM)(1) (€MM)(1)
Mundo Aguilón Feel Priviledge Andalusia 197 19 29
Terrazas III Costa del Sol 5 2 2
Sotorebolo Locales Andalusia 3 1 1
La Reserva de Sotorebolo Andalusia 8 1 2
Valencian
Mirador de San Blas 13
Community 2 2
Total .................................................. 226 24 35
(1) Based on Savills Valuation Reports and calculated proportionately to the buildable area of the developments.
7. Post-Sale (one month)
We place particular importance on customer satisfaction. To increase our customer satisfaction, we involve
representatives of our customer service department (at least one representative per region) and technical
department as early as the construction phase so that they can evaluate and become acquainted with the specifics
of each development. Once a unit is delivered, our customer service representatives, with the support of our
technical department, accompany customers to their new homes to check for any home defects and, to the extent
applicable, coordinate any repairs. Our customer service department also delivers to customers all necessary
information with respect to their new homes, advises them on ways to take care of the unit and provides contact
details to our specially dedicated call center. As our brand and reputation are key to our business success, post-
sale customer service is always conducted in-house by highly skilled and experienced representatives of our
customer service and technical department teams.
Our Residential Business Team
Our residential business team is led by a highly experienced and dedicated in-house team. Under the supervision
of our chief operating officer, the residential business team is split among our headquarters and our regional
offices, and includes the COO, five regional directors (one regional director per regional office), 12 project
managers based in our regional offices, 17 members of the technical team (including one technical director),
eight land coordinators and 17 staff members who perform support functions (60 in total, including the COO).
Our residential business team has a track record of more than 15,000 units and 215 projects delivered and has
the capacity to accommodate the size of our land bank, being able to manage 80 projects at any given time
(currently managing 49). 49 members of the team were part of MVCSA, which delivered and average of 2,200
to 2,600 units per year between 2005 and 2008. The team has the internal capability to cover the entire value
chain from preparation, design and commercialization to construction and delivery of the property.
Active Land Bank Management
We are actively engaged in the management of our land bank portfolio. We transform land under the land-
permitting process into fully permitted land so that we can either develop such plot or, depending on market
conditions, sell it. Our active land bank management allows us to unlock additional value for our portfolio
through the completion of urbanization works and results in value creation due to current market conditions,
enhances our overall margins, increases our cash flow generation profile and improves our return on invested
capital. As of September 30, 2017, €0.7 billion in GAV of our land bank portfolio was being transformed into
fully permitted land, 73% of which was located in Madrid, Barcelona, Malaga and Valencia. We believe that our
portfolio of land under the land-permitting process constitutes a differentiated asset given its unique location and
the increasing scarcity of high quality land in Spain.
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Transformation of Land Under the Land-permitting Process
We own undeveloped land plots that we transform into fully permitted land by clearing-out all titling and zoning
pending thresholds, obtaining all required public works and building permits, and installing all public utilities
infrastructure, such as electricity, public sewage, drainage and water.
Our team takes into account several factors. We value the importance of understanding communities’ needs and
therefore take into account their concerns while developing our projects, having a strong regional presence to
maintain awareness. We therefore align public and private interests, in an attempt to make us the most reliable
developer in an environment of increasing activity. To achieve this, we employ the best practices in our projects,
always following the principles of transparency and ethics, while ensuring environmental sustainability, and rely
on highly qualified professionals. Our expert and dedicated in-house team is comprised of knowledgeable and
experienced professionals in the different fields, with strong regional presence, but under constant monitoring,
having the obligation to provide regular reports.
Our extensive reach and experience allows us to have a global understanding of the real estate business, being
able to adapt urban developments in accordance with their locations, develop different end uses or sell land prior
to completing the development, if convenient. We are involved in the entire land management process, from the
beginning until the delivery of the final product, making us a trusted partner to public administrations. Our
strategic presence across the full value chain provides us a high value creation potential.
The following chart sets forth the expected evolution of land plots under the land-permitting process to fully
permitted land plots, based on GAV as of September 30, 2017:
Expected evolution of land plots under the land-permitting process

converting to fully permitted
We classify the land plots we own as non-urban land (no urbanizable), developable land (clasificado), organized
urban land (ordenado) and fully permitted land (finalista pendiente de urbanización y finalista urbanizado). The
following chart summarizes the key milestones of the land-permitting process:
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Initiative Public Private
Non urban land Fully Permitted land

Land
Classification (No urbanizable) (Certificate of acceptance from city council)
Developable land
Procedure to (Clasificado)
General Plan(1)
carry out
Organized urban land
Detailed Plan(2) (Ordenado)
Ready to
Division into plots + urbanise land
Urbanization project (Pendiente de
urbanización)
Urbanization
Construction
Detailed parameters Specific private plots

General urban (Public and private with detailed
Urbanistic No urban
parameters spaces, buildability, parameters. Possible to apply for
parameters parameters
(Intensity, use) tipologies, detailed use, Accurate definition of license and start
height...) urbanization costs building works
General city planning, The general plan is further Distribution of plots and
Detail of the Execution of urbanization
communications, detailed in a concrete costs amongs land owners
procedure works
environmental requirements sector and administration
Estimated Term
24–48 12-24 9–18 9–24
(Months)
Capex <5% 10-15% 85-90%
Notes
1. “Plan General”
2. “Planeamiento de Desarrollo”
Non-Urban Land (No Urbanizable)
Approximately 5% of our total land bank in terms of GAV as of September 30, 2017 consisted of non-urban
land. Non-urban land usually refers to land where the local general plan of the relevant municipality (normally a
General Plan, or Plan General) does not allow for urban developments. In order to transform non-urban land
into developable land (i.e., from no urbanizable to clasificado), the General Plan must be revised, a process that
takes approximately 24 to 48 months to be completed. This is the only stage in which the initiative is mainly
public.
The table below sets forth key characteristics of our non-urban land (no urbanizable) portfolio of September 30,
2017:
Name of Autonomous Buildable GAV (€ GAV

Development Region Province Use area (sqm) Units MM) (€/sqm)
Alcorcon ................. Madrid Madrid Residential 619,693 2,521 105 169
Tarifa ...................... Andalusia Cadiz Commercial 47,796 238 11 225
Others(1) .................. - - Residential n.m. 0 2 n.m.
Total ....................... - - - 667,489 2,759 117 175
__________
(1) Includes three plots of land in Malaga, Ibiza and Seville.
With regards to Tarifa, it is currently undergoing a modification of the General Plan that will classify the plot as
developable. This modification received provisional approval in November 2017. We own 100% of the land,
which we believe will allow for a quick processing of the rest of the urban development process.
Regarding Alcorcon, the City Hall of Alcorcon has initiated the process to review the General Plan which may
allow the Alcorcon land plot to be classified as land suitable for development (suelo urbanizable).
Developable land (Clasificado)
Approximately 10% of our total land bank in terms of GAV as of September 30, 2017 consisted of developable
land. Developable land usually refers to land where an urban development is possible pursuant to the General
Plan. In order to transform developable land into organized urban land (i.e., from clasificado to ordenado), a
partial plan (plan parcial) with respect to such land must be approved by the relevant municipal or
administrative region authority, as applicable, a process that takes approximately 12 to 24 months to be
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completed. The process by which developable land is transformed into organized urban land is a private
initiative.
The table below sets forth key characteristics of our developable land (clasificado) as of September 30, 2017:
Buildable GAV
area (€ GAV
Name of development Region Province Use (sqm) Units MM) (€/sqm)
Las Tres Xemenies ....... Catalonia Barcelona Residential 85,304 427 56 662
La Seda / La Papelera ... Catalonia Barcelona Residential 176,383 1,590 50 282
O Portiño ...................... Galicia A Coruña Residential 96,228 915 19 202
Vinival .......................... Valencian
Com. Valencia Residential 57,099 445 17 305
Percebeiras.................... Galicia A Coruña Residential 29,032 234 15 517
“Ctra.de Rota”
Arboleda ....................... Andalusia Cadiz Residential 33,516 163 15 440
Benimaclet .................... Valencian
Com. Valencia Residential 54,485 490 13 242
La Estación ................... Madrid Madrid Residential 38,118 380 10 270
Camino de Sta. María Castile and
(Ciudad del Bienestar) .. Leon Valladolid Commercial 450,839 487 10 21
Coto San José ............... Andalusia Cadiz Residential 10,887 70 7 604
Other (1) ......................... - - Residential 126,965 1,039 43 335
Total ............................. - - - 1,158,855 6,239 255 220
__________
(1) Includes 17 plots of land.
Organized Urban Land (Ordenado)
Approximately 11% of our total land bank in terms of GAV as of September 30, 2017 consisted of organized
urban land. Organized urban land usually refers to land for which a partial plan has been approved and has
detailed planning (i.e., urban roads and streets, open spaces and private land plots (with concrete parameters
concerning their use and buildable heights and depths, etc.), among other things, have been designed). In order
to transform organized urban land into fully permitted land (i.e., from ordenado to pendiente de urbanización),
it must have reparcelation and urbanization projects in place, a process that takes between nine and 18 months to
be completed.
The table below sets forth key characteristics of our organized urban land portfolio (ordenado) as of
September 30, 2017:
Buildable GAV GAV

Land Plot Region Province Use area (sqm) Units (€ MM) (€/sqm)
Costa del
Torre del Rio ............... Sol Malaga Residential 34,263 297 37 1,080
22@Loinsa .................. Catalonia
Barcelona Commercial 32,819 n.m. 35 1,055
Arpo ............................. Madrid Madrid Residential 46,289 252 25 540
22@Almogavers .......... Catalonia
Los Cerros ................... Madrid Madrid Residential 175,056 1,644 19 111
Novocarthago .............. Murcia Murcia Residential 65,544 487 18 276
Heineken...................... AndalusiaSeville Residential 16,055 114 12 771
22@Balius ................... Catalonia
Alamillos Este ............. AndalusiaCadiz Commercial 61,013 300 12 196
Parque Vall Paradis Cª
Rubí ............................. Catalonia Barcelona Residential 15,431 144 11 685
Other(1) ......................... - - - 289,129 2,392 88 304
Total ............................ - - - 761,808 5,631 289 379
____________
(1) Includes 26 plots of land, 25 of which are residential.
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Fully Permitted Land (Finalista)
Fully permitted land (finalista) refers to land suitable for development where specific zoning, the relevant
planning execution instruments and the allotment project have been approved. Fully permitted land is divided
into ready-to-urbanize land (finalista pendiente de urbanización) (i.e. land that already has reparcelation and
urbanization projects in place but urbanization works have not started) and consolidated urban land (finalista
urbanizado) (i.e. land with urbanization works completed). Approximately 74% of our total land bank in terms
of GAV as of September 30, 2017 consisted of fully permitted land, of which approximately 70% of the fully
permitted land was residential land and 30% was commercial land. For additional information on our ongoing
projects that are fully permitted, see “—Our Portfolio.”
Active Land Bank Management Team
Our active land bank management team is led by a highly experienced and dedicated in-house team of eight
people (included in the residential business team), including the head of our land projects department and seven
regional coordinators (on average, one per regional office to effectively oversee the sales process and three in
the headquarters). Our centralized team supports the sale activities conducted at the regional level. The regional
coordinators constantly liaise with the commercial and residential departments in each regional office and in our
headquarters. Our land management team has developed or executed more than 29 million sqm of
developments, and has an average of 15 years of industry experience (four years of experience in our Company
and its predecessor, on average). The team is highly multidisciplinary, being able to properly assess both
commercial and residential land prospects.
Land Sales
From time to time our management committee may engage in active sales of fully permitted land plots in order
to unlock additional value. Our business strategy contemplates the potential for selective land sales towards the
medium term (three to five years) for an estimated amount of €500 million (based on GAV as of September 30,
2017 and assuming no land appreciation nor capex value generation). Given the size of our land bank portfolio,
we have the ability to sell land plots if we consider that the margins of that sale are sufficiently attractive and if
we do not expect to yield a higher return by developing a project. We may also conduct sales in locations where
we do not have a particular interest to develop land (e.g., industrial or retail).
The land plots we sell may include both residential and commercial land plots and land plots in areas where we
already have a footprint in order to stimulate their urban consolidation, which could lead to a potential positive
revaluation of our developments in the area and as a de-risking measure. In addition, we may eventually sell
land plots in areas where we have little or no presence. Our land sales are likely to be weighted towards the
medium term (three to five years) to allow for value creation for our shareholders coming from (i) the current
inflationary land market given scarcity of quality land, which is expected to continue and even accelerate in
many locations in the coming years, (ii) the value creation linked to the completion of capital expenditure
projects on the urbanization in many of our land plots and (iii) the conversion of our land plots currently under
the land-permitting process to fully permitted land.
We do not have a standardized process with respect to our land sales. Land sales are analyzed on a case-by-case
basis by our land department and, when applicable, by our commercial department. The land sales process
typically depends on whether we are actively seeking to sell our land or on whether we are approached by a
market participant interested in buying a plot of land we own.
Active Land Sales
After conducting exhaustive and selective market studies, our management committee, or the Board of
Directors, as applicable, determines the land plot to sell and elaborates a business plan for its sale. The land
department, with the support of the chief operating officer, regional directors and the management committee,
and with the assistance of third-party brokers, commercializes the property, receives proposals and selects
potential buyers. Following negotiations, our land department in coordination with our legal department and
chief operating officer prepares a divestment proposal that is submitted for approval to our management
committee or, our Board of Directors, as applicable. If the divestment proposal is approved, our land
department, in coordination with our legal department, formalizes the sale of the plot of land. In 2017 we
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conducted two active sales (retail and industrial) for an aggregate of €7.7 million. This is a strategy that we have
not been focused on throughout most of 2017.
Reverse Inquiries Process
In the ordinary course of our business, our land department in coordination with our regional directors and
external brokers receives periodic requests and offers to purchase the land plots we own. If that is the case, our
land department with the support of the chief operating officer conducts a comparative analysis to determine
whether, based on existing supply and demand conditions in the area where the plot of land is located, it is
advisable to sell the land or retain it for future development. If, after conducting such comparative analysis, our
land department and chief operative officer determine that the selling opportunity is viable, our land department
in coordination with our legal department and chief operative officer prepares a divestment proposal that is
submitted for approval to our management committee or our Board of Directors. If the divestment proposal is
approved, our land department, in coordination with our legal department, formalizes the sale of the plot of land.
In the last two years we have conducted five reverse inquiry sales (two residential and three commercial plots of
land) for an aggregate of €41 million in revenues, representing an average gross margin (sales price minus
transaction costs over book value) of 33.1%.
Commercial Development
Although our core activities are focused on residential development, we hold a sizable commercial portfolio of
approximately €0.7 billion of GAV (of which €577 million or 84% of commercial GAV as of September 30,
2017 is fully permitted, and almost 94% is expected to be fully permitted in the next 12 months). Our land bank
portfolio is composed of 34 high-quality commercial land plots mainly located in Madrid (i.e., Clesa, Las Tablas
and Valdebebas) and Barcelona (i.e., district 22@, Plaza Europa). Approximately 87% of our commercial land
bank portfolio in terms of GAV, or €594 million, is located in Madrid and Barcelona, representing 524,385
buildable sqm. As of September 30, 2017, our commercial land bank had a total of 1.3 million buildable sqm
and GDV of €3.13 billion.
In the case of commercial land plots, GDV reported by Savills includes the rental income and the potential exit
value of the development of the yielding property. Therefore, GDV/sqm ratio may result higher than the
GAV/sqm from yielding comparable assets. For comparison purposes, we believe it is more accurate to
calculate GAV at completion for commercial land plots based on a rent and yield methodology (note that Savills
provides with the current market rent and exit yield for assets with only commercial uses).
The following chart summarizes our commercial development portfolio as of September 30, 2017:
(1) Percentages represent weight within total commercial portfolio

(2) Excluding Camino de Sta. Maria (Ciudad del Bienestar) and 3 industrial land plots (€12 million GAV and 578k sqm)
Most of our commercial land plots are developed for office use (83% of the GAV of our commercial portfolio as
of September 30, 2017) or hotels (10% of the GAV of our commercial portfolio as of September 30, 2017).
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The following table sets forth our commercial portfolio by location as of as of September 30, 2017:
Estimate
d
Land- market
permitting rent (6) Total Net exit
Main process GAV (€/sqm/ Income (7) yield
(9)
Land Plot Use status (€ MM) Sqm month) (€MM)
Madrid
Fully
Clesa ................... Office Permitted 114 91,025 15.0 13.6 (8) 5.6%
Fully
Monteburgos I(1) .. Office Permitted 85 56,653 14.5 11.3 5.5%
Fully
Valdebebas .......... Office Permitted 81 61,131 15.0 13.3 5.5%
Monteburgos Fully
II(1)....................... Office Permitted 17 11,250 14.0 2.2 5.5%
Fully
Josefa Valcarcel .. Office Permitted 16 8,659 13.0 1.6 5.8%
Fully
Valdelacassa........ Office Permitted 13 20,655 11.0 2.6 6.0%
Fully
Manoteras(1)......... Office Permitted 12 12,016 11.0 2.0 5.8%
Las Tablas A17- Fully
2(1) ....................... Hotels Permitted 10 8,708 n.a. n.a 6.0%
Monteburgos Fully
III(1) ..................... Office Permitted 6 4,341 13.5 0.9 5.5%
Total Madrid ..... - - 355 274,438 - - -
Barcelona
Fully
La City(2) ............. Office Permitted 134 135,617 13.0 20.0 (5) 6.0%
Organized
22@Loinsa(1) ....... Office urban land 35 32,819 13.0 6.5 6.0%
22@Almogaver Organized
s(1) (4) .................... Office urban land 20 16,733 13.5 3.3 6.0%
Fully
22@Llacuna(1) ..... Office Permitted 14 9,960 13.5 2.1 6.0%
Organized
22@Balius(1)........ Office urban land 12 9,477 13.5 2.0 6.0%
Fully
Cornella(1) ............ Office Permitted 8 13,000 11.0 2.0 6.5%
Fully
Port Forum .......... Office Permitted 8 15,541 n.a. n.a n.a.
Fully
Viladecans(1) ........ Office Permitted 8 16,800 8.5 2.1 6.0%
Total
Barcelona ........... - - 239 249,947 - - -
Other locations
PPO “Barranco Fully
Balito” (Mogán) .. Hotels Permitted 27 28,178
3 UE.16
“Alamillos
Este” Organized
(Algeciras) .......... Retail urban land 12 61,013
“Crec. Resid.
Norte”
Albacerrado
(Tarifa) ................ Hotels Non-urban 11 47,796
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Estimate
d
Land- market
permitting rent (6) Total Net exit
Main process GAV (€/sqm/ Income (7) yield
(9)
Land Plot Use status (€ MM) Sqm month) (€MM)
Aldeamayor
Golf Fully
(Aldeamayor) ...... Retail Permitted 10 42,481
Camino de Sta.
María (Ciudad Developable
del Bienestar) ...... Other land 10 450,839
ZP-CH-03-2
Sector Este Organized
“Churra 3” Ter. ... Retail urban land 9 28,821
Fully
Other(3) ................ - Permitted 12 133,147
Total other
locations ............. - - 90 792,275
Total ................... - - 684 1,316,660
(1) Asset owned by Metrovacesa Arrendamiento.

(2) Owned by Metrovacesa Arrendamiento and the Company.
(3) Includes land plots with less than €4 million GAV on an individual basis. Some of these land plots are
owned by Metrovacesa Arrendamiento.
(4) This asset has become “Fully permitted” in December 2017.
(5) Office use. Excludes NOI attributable to hotel use (€18.5 million GAV).
(6) Estimated market monthly rent, only including office use and excluding other income, based on appraisals.
(7) Current annual income for total buildable area (including all uses except hotel), assuming stabilized
occupancy and including other income (parking), as provided by Appraisers.
(8) Excludes NOI attributable to hotel and student residence use (€25 million GAV).
(9) Net exit yield assumed for exit in year 10, as provided for by Appraisers. For land plots with more than one
use, weighted average by income between different uses.
To maximize the value of our commercial portfolio and after rigorous analysis, on a case-by-case basis, we use
the following approaches:
• Opportunistic land sales: We carry out opportunistic sales if the margins are attractive, and we do not
expect to obtain higher margins through any of the alternatives (e.g. of recent transactions: Valdebebas in
Madrid and Viladecans in Barcelona).
• Turnkey projects: We carry out turnkey projects with upfront payments from the buyer to guarantee returns
before the project has started (e.g. of recent transaction: Josefa Valcarcel building sold to Axiare Patrimonio
SOCIMI, S.A.).
• De-risked development: We carry out de-risked developments through joint ventures if the expected risk-
reward ratios are attractive.
Commercial Development Process
Our commercial development process is comprised of five stages, namely: (i) starting point, (ii) project design,
(iii) commercialization and execution, (iv) development, and (v) delivery to the client.
The following chart sets forth a summarized overview of our commercial development process:
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The commercial development business: organizational processes
1 2 3 4 5
Project Commercialization Delivery to
Starting point Development
design and execution the client
2 months 3 months 3-4 months 16-20 months 2-3 months

• Investor search
Core Activity • Land analysis • Project definition • Execution • Delivery
• Risk assessment
• Analysis of priorities in • Define commercial • Investor Search: Definition • Follow up of commitments • Delivery of owned or
coordination with the project of the conditions of sale and with investor / co-investor rented asset
operations department • Internal / external signing of agreements or potential tenants
market studies • Risk: start of pre-lease
Commercial management
• Location analysis
• Potential determination
of sale price
• Business plan
• Urban analysis • Definition of architectural • Selection of technical teams • Hiring of external technical • Signing of technical
• Definition of building program • Preparation of technical team documents entailing the
parameters • Costs and deadlines programs • Follow up in the drafting and end of construction
Technical department protocols • Delivery of committed
• Management of licenses and technical documentation
other permits • Guarantees
• Follow-up on construction
• Registry checks • Legal bases of contests • Legal advice in • Follow up signature of • Follow up on the delivery
Legal department • Evaluation of existing and contracts investor contract or contracts: AJD, DON, DH, process
charges and potential tenants and others (1)
commitments
• Financing procurement • Follow up on the financing • Financing process closed

Financing department process
• Marketing team and • Intermediation, search and • Drafting of the projects • Accompany investors or
External contribution commercial material agreements with investor or and construction tenants; client relations
• Drafting of the project potential tenants through support
specialized agencies
Initial Construction
launch decision launch decision
Note
1. AJD refers to “Actos Jurídicos Documentados”, DON refers to “Declaración de Obra Nueva” and DH refers to “División Horizontal”
Currently, we have two ongoing commercial developments, Llacuna (district 22@, Barcelona)
(commercialization and executing phase) and Josefa Valcarcel (Madrid) (development phase), as well as three
projects in the starting point phase (Las Tablas A17-2, Monteburgos II and Monteburgos III).
1. Starting point (two months)
Our commercial development process begins with a rigorous land analysis of the plot of land that will be
developed. To do so, our commercial management team, in coordination with the land management department,
defines the key priorities of the project, taking into account several factors, such as the location of the plots and
market conditions. In parallel to the activities of the commercial management team, our technical department
conducts the urban analysis in the areas where the project will be located to determine the type of project that
can be developed in accordance with the prevailing laws and regulations, and defines the building parameters
including the size of the project, the size of the buildable area, type and amount of financing required,
development costs, pricing analysis, operating margins and return analyses, potential sales, and marketing and
selling strategies. In addition, our legal department performs lien searches, registry checks and an analysis of
existing mortgages or limitations on the ownership of the plot of land.
2. Project Design (three months)
Upon the completion of the land analysis, the commercial management team conducts internal and external
market studies, and an analysis of the area where the development will be located in order to define the project.
These studies are conducted together with the regional office to take advantage of its first-hand local knowledge,
and other relevant departments, including our newly created internal research department that analyzes
macroeconomic trends and cross-checks business plans, and by information from real estate big data providers
and specific studies from independent researchers and real estate platforms, among others.
The commercial management relies on these studies to elaborate a business plan and define the commercial
project, including key elements such as the type and amount of financing required, development costs, operating
margins and return analysis, potential sale price, marketing and selling strategies. The technical department
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defines the architectural program, and determines the development costs and sets deadlines. Simultaneously, the
legal department sets the basis for the contests and drafts the initial legal documentation.
The development manager submits the business plan proposal for approval. The approval of the business plan
follows a procedure similar to that for a residential development project, see “Business—Residential
Development—Preparation” for additional information on the business plan approval process. If the business
plan is approved, the development is launched (“Initial Launch Decision”).
3. Commercialization and Execution (three to four months)
Following the Initial Launch Decision, the commercial management team begins the active search for investors.
Our commercialization team will define the conditions of the investment and seek to sign all relevant
agreements with investors. It will also assess risks and start the execution of pre-lease agreements with potential
tenants in the property. The technical department will appoint the technical teams and prepare the technical
programs. The legal department will provide legal advice regarding the contracts with potential investors or
tenants. During this stage, financing is procured for the development of the project as pre-let agreements evolve
favorably and fall into the bank’s required parameters. The intermediation, search and agreements with investors
and potential tenants are outsourced to highly regarded and specialized agencies. Once we have secured
commitments from investors and potential tenants, achieving the proposed targets, and the required financing is
in place, our management committee evaluates whether or not to approve the construction of the development
(the “Construction Launch Decision”). The Construction Launch Decision takes into consideration, among
other factors, the contractor’s proposal, the technical analysis, and the target EBITDA, margins and returns of
the project.
4. Development (sixteen to twenty months)
Following the Construction Launch Decision, we enter into turnkey agreements with our contractors
establishing guarantees and penalties to ensure compliance with timelines and partial milestones and follow the
same process as with our residential development business line. For additional information on the works process
and the systems we have in place to mitigate our risk, see “Business—Residential Development—Construction”.
5. Delivery to the Client (two to three months)
Upon the completion of the execution process, the commercial management team delivers the properties to the
owner or tenant. The technical department will coordinate the signing of all documents relating the conclusion
of the construction and deliver all technical documents and guarantees to the owners of the project. Once such
process is completed, the financing process will be closed and the project will be delivered.
Case Studies
Fuencarral - Clesa (Madrid)
This land plot is located in Mirasierra, an affluent residential district of Madrid, in the extension of the Central
Business District, near the Four Towers Business Area. It is well connected by car via the M-30, M-40, A-1 and
A-2 roads and well serviced by public transportation; a station is across from the property. The status of the land
plot is fully permitted. The area is undergoing transformation of use, from industrial to a mix of tertiary uses
(offices, hotel and retail, although the main use will be offices) and is expected to conclude in 2018. With over
91,025 sqm, the project will include the recovery of an existing iconic building of twentieth-century Spanish
architecture.
Monteburgos I (Las Tablas, Madrid)
This land plot is owned by Metrovacesa Arrendamiento and is located in Las Tablas, Madrid. Las Tablas is a
consolidated business and residential district located in the north of Madrid, between the M-30 and M-40 ring
roads, with direct access to the A-1 motorway. It is approximately 15 minutes by car from the city center and
approximately eleven minutes from the airport. The area has a reliable public transportation system. It is a
business district in high demand for corporate headquarters, including BBVA, Telefónica and others. Our own
headquarters are also located in Las Tablas. The plot itself has good visibility from the A2 highway and is close
to BBVA’s corporate headquarters. A concept design for a business park to be developed in different stages is
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currently underway. With a potential to build 56,653 sqm of gross leasable area, our preferred approach for this
land plot is to de-risk the development through a joint venture.
Valdebebas (Madrid)
This land plot is located in the Valdebebas district, a high-growth area in northern Madrid, next to Madrid’s
Expo Center (IFEMA), the future City of Justice and Madrid airport. A bridge to connect the airport to
Valdebebas is under construction. The plot is flanked by the M-11 road to the North, Real Madrid soccer
training center to the East and tertiary land to the South and West. The land plot is at the confluence of the two
main access arteries of Valdebebas, with great visibility for tenants. It is a few meters from the local train station
(with connections to the airport and Chamartin train station). It has an urban land classification with tertiary
qualification and offices, commercial and hotel permitted use. With over 61,131 buildable sqm, our preferred
approach for this land plot is a combination of a land sale (a letter of intent with a potential buyer has been
signed) and a turnkey project.
Josefa Valcarcel (Madrid)
This land plot is located in Madrid, next to the A-2, M-30 and M-40 motorways, 9km from the airport and 8km
from the Madrid central business district. It will be arranged over seven floors (each floor comprising 1,376 sqm
with the ability of being divided into four modules) and will feature 261 parking spaces distributed over two
basement floors. Construction is expected to be completed by the fourth quarter of 2018. It was sold as a turnkey
project to Axiare Patrimonio SOCIMI, S.A. for €29.7 million, with an expected margin of approximately 15%.
Llacuna (district 22@, Barcelona)
This land plot is owned by Metrovacesa Arrendamiento and is located in the southern area of 22@ district in
Barcelona. This district currently is in high demand for commercial development by international and local
investors. Recent investment and leasing transactions in this area include the acquisition of the Agbar Tower by
Merlin Properties and the leasing of 11,000 sqm by Amazon. The Llacuna land plot is located next to the
Rambla of Poblenou and the Rambla of the Litoral, where there is a local shopping area, and also near the
seafront. It is well connected by tube and airport through Ronda Literal road. With over 9,960 buildable sqm,
our preferred approach for this land plot is a turnkey project (negotiations with potential buyers are currently
under way).
Almogavers (district 22@, Barcelona)
This land plot is owned by Metrovacesa Arrendamiento and is located in 22@ district, close to the Plaza de
Glories and the Agbar Tower in Barcelona. This land plot has 16,733 buildable sqm. Our preferred approach for
this land plot is a land sale (an agreement with a buyer has already been signed). From December 2017, this land
plot is already Fully permitted.
La City (Hospitalet, Barcelona)
This land plot is owned by Metrovacesa Arrendamiento and the Company and is located in the City
Metropolitana sector, a privileged area of Barcelona, next to the Gran Via enlargement (a new main access to
Barcelona), Plaza Europa (where several office developments are undergoing including one by Colonial) and the
Exhibition Center. Line 9 of the Barcelona Metro is located within a few meters, connecting the land plot with
the airport and the city center. With 135,617 buildable sqm, our preferred approach for this land is a
combination of a land sale and a de-risked development through a joint venture.
Commercial Development Team
Our commercial development business is led by a highly experienced and dedicated in-house team of eight
people, including the head of our commercial department, in charge of the commercial development, five
commercial technicians located in our headquarters who oversee the design and construction process, and two
business development analysts. Our commercial development team has developed or executed developments of
more than 6.5 million sqm including 5 million sqm of office space. They have an average of 21 years of industry
experience (nine years of experience in our Company and its predecessor, on average) with extensive
knowledge of all stages of the commercial development process. The team has the internal capability to cover
the entire value chain from the design, construction and execution to the delivery of property, and the team
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benefits from the support of external commercial agents and design and construction companies, as well as the
support of our legal, marketing, media and human resources teams based in our headquarters.
Current Target Delivery Plan and Operating Targets
IMPORTANT NOTICE: The data in this section are not financial forecasts or estimates, but rather the unit
target launches and deliveries pursuant to our current target delivery plan and other targets. There can be no
assurance that these targets can or will be met and they should not be seen as an indication of our expected
or actual results or returns. Factors that could affect our ability to meet these targets include the Spanish
political and economic conditions and land-permitting, construction and land development costs and delays,
among other factors. Accordingly, investors should not place any reliance on these targets in deciding
whether to invest in the Offered Shares. In addition, prior to making any investment decision, prospective
investors should carefully consider the risk factors described in the “Risk Factors” section of this Prospectus.
See also “Important Information—Forward Looking Statements.”
We are currently in the ramp-up phase of our business plan. We are targeting to reach our target run-rate of
residential units delivered by 2021, based on what we believe to be a sustainable and achievable ramp-up based
on the size and quality of our existing land bank portfolio, our corporate structure and geographic capillarity, our
brand recognition and our current performance.
The chart below shows our target residential launches and deliveries for the period 2017–2021 from our current
land bank. Our target average selling price range for the units expected to be delivered in 2021 is approximately
€250,000 per unit.
(1) 110 units as of December 31, 2017
Our run-rate target deliveries of 4,500 to 5,000 residential units per year may increase or decrease depending on
market conditions. We believe that our current management and organizational structure would comfortably
accommodate such expansion, which would also be supported in part by our sizeable existing land bank
portfolio. We believe that our geographic capillarity and our first-hand knowledge and reputation in each of the
markets where we operate will be instrumental in achieving our expected targets.
Residential development operating targets
Operating Targets
Residential units delivered at run-rate by 2021 ............. 4,500-5,000
Annual expected revenue from residential €1.1-1.2 billion
development at run-rate .................................................
Gross residential development margin at run-rate(1) ...... ~29%
Residential development EBITDA margin at run-rate .. ~24%
_________
(1) Excluding operating expenditures.
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Commercial Development
Commercial development operating targets
Operating Targets
Commercial developments to be launched by 2021 ...... 180,000-200,000 sqm
Target ASP at run-rate ................................................... ~€3,800/sqm
Gross commercial development margin at run-rate(1) .... ~24%
Commercial development EBITDA margin at run- ~20%
rate .................................................................................
(1) Excluding operating expenditures.
To achieve these targets we seek to maintain a conservative and flexible capital structure that would enable us to
realize our medium to long-term LTV target of 15% to 20%. These targets are also in line with our expectations
of paying the first dividends by 2020, with targeted cash distribution (dividends or buy backs) above our peers
in the medium term, including a payout target of above 80% of free cash flow to equity (FCFE) to shareholders.
Property, Plant and Equipment
As of September 30, 2017 our property, plant and equipment and intangible assets amounted to €282 thousand.
Most of our offices, including our headquarters and regional offices, are leased.
Our headquarters are located in calle Quintanavides 13, Parque Empresarial Vía Norte in Las Tablas (Madrid).
The premise is the first floor of Building n. 1 with a total approximate surface of 1,152 built sqm plus 19
parking spaces. The office is subject to a lease agreement with Merlin Properties with maturity on February 2,
2018 and may be renewed upon maturity under market terms and conditions.
We also have regional offices in: (i) calle Les Moreres, 14, 46012 Valencia. The office occupies the ground
floor of an 11-storey building and has a surface of approximately 229 built sqm (201 useable sqm). The
premises are property of Metrovacesa. (ii) Avenida Josep Tarradellas 8, pl. 2ª, oficina 1, Barcelona. It is located
in an 11-storey building with a total surface of 11,372 sqm and has 175.20 built sqm (160.40 useable sqm). The
premise is subject to a 5-year lease agreement with private owners with maturity in June 2022. (iii) Plaza de la
Solidaridad 12, Indocar building, Malaga (Costa del Sol). The premise has a total built surface of 172.7 sqm and
includes 2 parking spaces. It is privately owned and is subject to a 5-year lease agreement with maturity on June
8, 2022. (iv) calle Gerardo Diego, 6, Sevilla. The premise consists of a ground-floor with an approximate
surface of 183 sqm plus 77 sqm of basement. The premise is owned by a private company and the leasing
contract includes 4 parking spaces. The lease contract matured on December 31, 2017 but a 1-year extension has
been recently agreed with the owner until December 31, 2018.
The aggregate nine-month rent paid by the Company for all the referred lease agreements amounted to
€275,647. Under the referred lease agreements, rent might be updated at an annual rate equal to the CPI.
Employees
As of the date of this Prospectus, we have a total of 101 employees (84 employees as of September 30, 2017),
all of which are permanent employees. Our compensation policy, which is reviewed annually, is based on
market-rate salaries in order to maintain an appropriate level of competitiveness. There is no labor union or
collective bargaining agreement between us and our employees, and no employee is a member of any industry-
wide union. We have not experienced any significant labor disputes or work stoppages.
We invest significant resources in training programs for our employees in order to increase their skills and
productivity. The following table sets forth the number and type of employees working in each of the regions in
which we operate as of the date of this Prospectus:
102
Total
Management Operating Support and number of
Location Territory covered team Staff Administrative Employees
Residential
Madrid/HQ ........... Centre, North, Canary Islands 4 22 4 30
Barcelona .............. Catalonia and Balearic Islands 1 5 1 7
Valencia ................ Levante 1 3 2 6
Malaga .................. Costa del Sol 1 7 1 9
Seville ................... West Andalusia 1 6 1 8
Total ..................... - 8 43 9 60
Commercial
Madrid/HQ ........... Centre, North, Canary Islands 2 4 1 7
Barcelona .............. Catalonia and Balearic Islands - 1 - 1
Total ..................... - 2 5 1 8
Headquarters (1) ..... - 6 15 12 33

TOTAL ................ 16 63 22 101
(1) The 33 people based in Madrid (Headquarters) are devoted to corporate and administrative tasks. Given that they are
not directly assigned to the Residential, Land Management or Commercial development teams, we opt to separate them
from the rest of the staff within the total sum.
Our hiring policy is two-fold: first, we leverage on experience and best industrial practices, relying strongly on
referrals as a key practice (60% of the workforce is hired through referrals) and headhunters (up to 40% of the
workforce is hired this way and approximately 50% of middle management jobs, all with over 15 years of
experience, were found with headhunters). The second part is to focus on development and training, including
rotating through different departments and mentoring programs, and on an attractive compensation plan,
including incentives depending on the performance of both the employee and the company. Our well-developed
human resources practices allow us to capture and train the best young talent, as well as fill those positions that
require more experienced employees.
Information Technology
Our IT unit is supported by some of the most modern software available in each line of business. Our land
development business is supported by SAP ERP. Our management activities are supported by TAYA (Taya
Technologies) and EDITRAN (Indra).
Our IT department is responsible for managing our technology infrastructure, telecommunications network and
computer systems. The unit develops and evaluates in-house technological solutions and third-party software
solutions. The IT unit focuses on enhancing the timeliness of data processing to enable us to deal with greater
information regarding market supply and demand for our land bank that allows us to deliver a more suitable
product for each development, improving data protection and security, improving cost efficiency, developing
contingency plans and implementing technology projects.
Our IT platform is an important component of our business, and as such, we invest and will continue to invest
resources in modernizing our platform. In the past, we have made investments in technology to provide a stable,
secure platform for our operations, identify and better understand cost drivers, improve processes and
adequately assess our profitability segments. This investment has allowed us to maintain an internal
interconnection network capable of reducing the risk of network failure and providing stability to our system.
Our technology investment budget for the year ended December 31, 2017 was €1 million.
We continue to update our IT platform to accommodate market demand and our client needs. We have recently
implemented key software applications including our new client relationship software (CRM 360), which
facilitates the interface of our clients with the units they purchased and allows them to monitor on a real-time
basis the status of each unit and the estimated date of delivery, an updated document management tool and
Workplace 3.0.
103
Quality, Innovation, Health and Safety
We seek to continually improve our health and safety performance standards focusing on hazard elimination,
risk reduction, regular monitoring, individual behavior, training and auditing. We seek to promote a working
environment in which occupational health and safety is an integral part of our business. As of September 30,
2017, we had initiated the process to obtain the ISO 9000 and ISO 14000 quality management system standards.
Legal and Other Proceedings
We are routinely involved in legal proceedings arising in the ordinary course of our business. These proceedings
do not materially impact our ability to conduct operations or meet forecasted goals. As of the date of this
Prospectus we did not have any outstanding material litigation proceedings.
Although it is difficult to accurately estimate the total amount of potential costs we may incur in connection
with the legal proceedings in which we are a defendant, our management believes that the provisions for these
proceedings are adequate to meet probable and reasonably estimated losses in the event of unfavorable court
decisions. For more information on our legal proceedings, see note 11 to our Annual Financial Statements and
note 13 to our Interim Financial Statements.
Intellectual Property
Our intellectual property consists primarily of our brand name (Metrovacesa).
Our management believes that we possess sufficient trademarks, trade names, licenses and other similar rights
that are sufficient to conduct our business as currently conducted.
Insurance
We maintain insurance policies that we consider appropriate and that are consistent or above what is considered
customary in the industry where we operate. As of the date of this Prospectus, we maintain the following
insurance policies:
Civil liability
We maintain policies at the Group level for tort claims arising in connection with the management and operation
of our land bank and protecting us against general and cross liability, including legal costs, bonds and financial
loss, among others; professional responsibility policies protecting our directors and senior management against
any civil liability; professional responsibility policies for damages caused by our employees to third parties
(including property damage and death); and policies for our vehicles. These insurance policies are subject to
certain loss limits, deductions and exclusions.
Property
We maintain policies covering all material, accidental, sudden or unforeseen damages or losses caused to our
property, the property we lease or any property owned by third parties over which we have assumed a risk of
loss. These insurance policies are subject to certain loss limits, deductions and exclusions.
Employees
We maintain life, health and personal injury policies for our employees and policies to cover medical costs
incurred by our employees.
Corporate Information
Our headquarters are located at Parque Vía Norte, calle Quintanavides, 13 (28050) Madrid. Our main website is
www.metrovacesa.com/en/. Our investor relations website is www.metrovacesa.com/en/inversores-y-
accionistas/. The information included in our website or that may be accessed through our website does not form
part of this Prospectus and is not incorporated by reference herein or otherwise.
104
INDUSTRY OVERVIEW
Spanish Macroeconomic Overview
Spain is the fastest growing OECD country
In recent years, Spain has been one of the fastest-growing countries in Europe. The country’s strong recovery is
underway on the back of decreasing unemployment levels and improved private consumption, with 15
consecutive quarters of positive GDP growth since 2014.
In fact, Spanish GDP increased by 3.2% in 2016 (the highest increase among the OECD countries, compared to,
e.g., 1.9% in Germany, 1.8% in the United Kingdom and 1.5% in the United States) and 3.1% in 2017. Growth
estimates from the Bank of Spain for 2018 and 2019 follow the same trend with expected growth of 2.4% in
2018 and 2.1% in 2019. Furthermore, in July 2017, the 2017 projection was revised and increased from 2.7% to
2.9%, reflecting the strong and durable underlying economic recovery in the country.
The following graph shows GDP real growth rate estimates in Spain, Germany, France, the United Kingdom,
Italy, the EU and the United States for the years 2016 to 2018:
GDP real growth rate

%
3.5% 3.2%
3.0% 2.9%
2.5% 2.2% 2.1% 2.1%

2.0%
2.0% 1.9% 1.8% 1.7%1.8% 1.8% 1.7% 1.7%1.8%
1.5% 1.4% 1.5%
1.5% 1.2% 1.2%
0.9% 1.0%
1.0%
0.5%
0.0%
(1)
Spain Germany France UK Italy EU USA
2016A 2017E 2018E
(1) Including Spain

Source: Bank of Spain, Bank of England, Bundesbank, European Commission, Federal Reserve, IMF
Spain is creating the largest number of jobs among developed economies
The recovery of the Spanish economy is mainly supported by solid momentum in new job creation and a
continuous rise in household disposable income. Job creation is a key factor for growth in the homebuilding
industry. In fact, Spain is creating the largest number of jobs among developed economies: around 2.1 million
jobs have been created since 2014, causing the unemployment rate to drop by 10.5 percentage points from
26.9% in the first quarter of 2013 to 16.4% in the third quarter of 2017. Although the unemployment rate in the
third quarter of 2017 was the lowest in more than eight years, it was still more than twice as high as it was a
decade before (8% in mid-2007). The improvement in the labor market is in line with Spain’s broader economic
recovery and is expected to keep following the same trend.
The following graph shows new jobs created between the years 2014 and 2017 as a percentage of the active
population in Spain, Germany, France, the United Kingdom, Italy, the Eurozone, and the United States.
105
New employment generated since 2014(1) as a % of June 30, 2017 active population
%
10.0%
8.0%
8.0%
5.9%
6.0%
4.4% 4.2%
4.0% 2.8%
2.0% 1.0%
0.4%
0.0%
(2)
Spain Germany France UK Italy Eurozone US
(1) From January 1, 2014 to June 30, 2017 (except for Italy and France, which shows data from January 1, 2014 to January 1,
2017)
(2) Including Spain
Source: INE, BOLS, ONS, Deslatis, Eurostat
Spanish household disposable income is recovering
Household spending continues to be supported by very strong job creation. The Spanish household disposable
income has almost reached its pre-crisis peak and should stand at €29,000 by the end of 2017 (2017e, BMI
research) compared to an average of €26,900 since 2001.
The following graph shows the variation of Spanish household disposable income between 2001 and 2017:
Spanish household disposable income

(‘000 €)
32
30 29.0
28
26 Average: 26.9
24
22
20
2017e
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Source: INE, BMI
Following a period of decline from 2008 to 2012, real household disposable income posted its first annual
growth in 2013 and has continued to rise. Among the key factors contributing to the improvement were the
continuous decrease of the unemployment rate and the rise of the internal demand and consumption levels. The
country’s consumer confidence is also reflecting this strong recovery with the index as of September 30, 2017
reaching peak levels in the last 15 years.
The following graph shows the Spanish consumer confidence index for the years 2001 through 2017:
106
Spanish consumer confidence index
Index base 100 as of 2001
140
120
100
80
60
40
20
0
3Q 2017
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Source: Ministry of Economy
Deleveraging of the Spanish Economy
By virtue of being part of the Eurozone, Spain benefited from a low interest rate environment during the early
2000s which led to private households taking on more debt. Private household debt almost tripled from 2002 to
2008. Since then, the financial crisis and the Spanish recession which saw a soaring unemployment rate led to a
deleveraging process among households and the private sector. In December 2008, the total amount of
outstanding debt was €907 billion, representing almost 81% of Spanish GDP at that date. In 2016, outstanding
debt accounted for less than 65% of Spanish GDP.
The following graph shows outstanding household debt in Spain for the years 2002 through 2017:
Private household outstanding debt

(€bn)
1,000
900
Outstanding Household Debt (€bn)
800
700
600
500
400
300
200
100
0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Source: Bank of Spain
In consequence, households as well as private companies (including homebuilding companies) are less
leveraged compared to pre-financial crisis levels, making them more creditworthy.
Spanish Demographic Overview
According to the Spanish Statistical Office, Spain is currently undergoing a declining demographic trend, with a
less-than-replacement fertility rate and an aging population. The total population is expected to decrease from
46.4 million in 2016 to 45.9 million in 2030/31. However, this population decline will not be homogeneous
throughout the country as increases are expected in regions such as Madrid, Canary Islands, Balearic Islands,
Murcia and Andalusia. This negative growth is not expected to be offset by the migratory balance. As the
107
workforce gets older and the rate for new workers is less than replacement, there is a gap in the labor force that
can only be filled by immigrants.
However, despite this population decline, the Spanish Statistical Office expects the total number of households
to rise in the coming years, from 18.3 million households in 2016 to 19.2 million households expected in 2031,
which is an important demand driver for the homebuilding sector.
Another key factor for the homebuilding industry is the Spanish historical ‘“cultural” preference for home
ownership compared to rental. In fact, the Spanish residential market’s dynamics are characterized by high
property ownership, where consumers’ savings are often partially in the form of residential properties. Spain has
one of the highest home ownership rates in the EU, with only Hungary, Slovakia, Poland and Norway having a
higher rate than Spain.
The following graphs represent the letting market share in EU countries for the years 2015/2016, where the
average is indicated by the red line:
60 57
50 48
45
Share of letting market (%)
40 38 37
36 35
31 30
29 28
30
27
25
23
20 17 16
14
11
10
0
Switzerland
Finland
Poland
Potrugal
Norway
Hungary
Germany
Sweden
Ireland
Italy
Slovakia
UK
Denmark
Belgium
Netherlands
Austria
France
Spain
Source: Distribution of population by tenure status – EU-SILC survey – based on latest available data (2015/2016)
However, in the last ten years, the rental market share has progressively increased from 19.9% in 2007 to 22.9%
in 2016. The increase of the rental market share also provides a strong backdrop to the homebuilding industry,
creating additional demand drivers, such as:
• Larger stock of developments dedicated to buy to let;

• Improving the profile of house buyers, driven by demand from small, financially capable investors that
are looking for an investment with attractive returns; and
• A more resilient buyer credit profile is also positive in the event of a downturn in the cycle, reducing
mortgage installment delinquency and bank foreclosures.
It should be noted that Spain remains an owners market and that the increase seen in this last decade is
explained by increased geographical mobility of population but also from temporary lower disposable income
and a temporary expectation that residential prices could continue to decrease which, from 2015, is no longer the
case.
108
The following graph shows Spanish households under rental tenure as a percentage of all households:
Households under rental tenure; Share of all households and Total number of renters
22.9%
24%
19.9% 5,000
20% 4,233
Renters as a % of all HH
Nom of Renters ('000)

4,000
16% 3,348
3,000
12%
2,000
8%
4% 1,000
0% 0
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
HH Renting % of Renters
Source: Bank of Spain & INE (EPA)
Residential market fundamentals indicate an attractive entry point and long cycle ahead
Residential demand considerations
Residential market demand has been recovering since 2013, mainly driven by second hand transactions given
the lack of attractive new houses.
The following graph shows the distribution of new home and second hand home sales in Spain for the years
2004 to 2017:
Annual home sales

‘000s transactions
Source: Spanish Ministry of Public Works and Transport
The lack of supply over the last years has resulted in a high stock of unattended demand that is looking to be
serviced. The percentage of new homes (as part of total home sales) decreased from around 60% in 2008 to less
than 10% in 2016/17.
Looking at home sales data by Spanish regions, it appears that transactions levels have started to recover from
the crisis, although still remain significantly below their peaks.
109
The following graph shows annual home sales in Spain by region:
Annual home sales (Max-Min 2004-2Q 2017)

‘000s transactions
140
120
100 104 100
80
69 71
60 60 56 54
46
40 36 39 33 37
27 26 30 28 26
22 23
20 17 12 13
9 15
0
Madrid Barcelona Malaga Seville Valencia Alicante
High Low LTM 2Q 2017 LTM 2Q 2016
Transaction volumes in main cities like Madrid or Barcelona are still far below their pre-crisis peak (around
56% to 66% of their pre-crisis volume as of June 30, 2017), leaving further room for growth in the coming
years.
Housing Transactions by Autonomous Community

Y-o-Y Growth (%)
20.0% 17.8%16.6% 17.8% 17.4%

15.9% 15.3%
15.0% 13.3% National Average:
11.1%10.6% 12.0% 11.3% 13.0%
9.8%
10.0% 9.3%
7.3%
5.2%5.5%
4.0%
5.0%
0.0%
Source: Registradores de España (Land Registry)
According to the Land Registry data, total transactions increased by 13.0% year-on-year as of the third quarter
of 2017. Significant growth occurred across the seventeen regions and there was double digit growth in eleven
of them. This was the eleventh consecutive quarter showing growth in the number of transactions.
Domestic demand
In addition to the favorable market dynamics in the country, there is a very favorable financing environment,
with a continuous increase in the volume of mortgages granted to households, as well as a low interest rate
environment.
110
Mortgage financing (bars)
Mortgages granted to households YoY growth (%)
Euribor 12 months (line)
%
30% 6%
0% 0%
(30%) (6%)
(60%) (12%)
2006 2008 2011 2013 2016
Source: INE, Bank of Spain
Evolution of average mortgage interest rate

(%)
7
6
5
4
3 1.873%
2
1
(0.168)%
0
(1)
Jul-05
Jan-99
Dec-99
Nov-00
Oct-01
Sep-02
Sep-03
Aug-04
Jun-06
Jan-12
Dec-12
Dec-13
Nov-14
Apr-09
Oct-15
Sep-16
Sep-17
Mar-10
Feb-11
May-07
May-08
Average mortgage interest Euribor
Source: Spanish Mortgage Association, August 2016
The average mortgage installment has been decreasing since 2008/09 and is currently 5 basis points below its
historical average. The affordability ratio (defined as the mortgage installment as a percentage of household
income) reached 34.0% in the second quarter of 2017 compared to its 20-year average of 39.1%, and is well
below pre-crisis peak levels where it was situated at over 60%. We develop our residential schemes using
project loans, whereby end customers get mortgages for 80% of the purchase price on delivery, as the project
loan is subrogated in the form of mortgages to customers.
111
Affordability
Mortgage installment as % of household income
65%
50%
Average: 39.1 %
35%
34.0%
20%
1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017
In addition to a more favorable financing environment, a higher disposable income and more affordable houses,
a main key driver for the housing market demand is household formation.
In Spain, following the early 2000s when the average net household additions was 347,000 per annum, net
household creation remains positive. In conjunction with the above-mentioned favorable macroeconomic
environment, these newly created households should represent an important component of the housing demand
in the country.
Net Household Creation (‘000)
Source: Spanish Statistical Office (INE); Labor Conditions Survey (EPA)
Household Growth Forecasts 2015-2029 (‘000)

Base
Total Number of Households
2014 18,203
2029 19,144
Net Household Creation
2015 – 2029 942
Annual Average 63
Source: Bank of Spain. October 2015 Economic Bulletin. “medium term household creation and new primary housing demand”
112
Foreign demand
Foreign demand accounts for a significant portion of the Spanish housing market. As of June 30, 2017, foreign
demand represented around 80,000 transactions, making up 16% of all completed transactions. This figure is
well above the average of the last decade (2006 to 2016), when an average of 56,000 transactions were
undertaken by foreigners each year, and is above its pre-financial crisis peak.
% Sales to foreigners
18%
16%
% of Transactions by foreigners
14% 16%
12%
10%
8%
6%
4%
2%
0%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
The demand from foreigners is complementary to the domestic one. Up to one third of foreigners’ demand is
concentrated on the Mediterranean provinces of Alicante and Malaga. Foreigners are also more willing than
domestic buyers to purchase existing homes, capturing a more significant portion (over 16%) of the supply in
this market.
Moreover, recent data released by the Property Registrars’ Association indicated that a positive perception of
the Spanish real estate market from foreign investors has progressively increased international demand.
Specifically, foreigners are focusing their investments in the Costa del Sol. In this area, new developments have
been reactivated.
Residential supply considerations
Construction of new homes in Spain
The Spanish residential construction market has bottomed out and slowly appears to be recovering from the
downswing that lasted from 2008 to 2014. The average new home starts during the last seven years was 49,000
homes per year, compared to the average over the last 25 years, which represents a decrease of 82%.
113
House starts in Spain
‘000s
700 665k
600
500
400
300 25 Year Average: 279k
200
Average since 2009: 49k

100
58k 61k
LTM Q1 2017
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Source: Spanish Ministry of Public Works and Transport.
The gap is even wider when comparing 2016 house starts with previous peak levels (91% below peak).
Compared to the United States and the United Kingdom, the Spanish market recovery is lagging behind and is
expected to materialize in the future.
House starts – rebased to 100

‘Index base 100 as of 2006
120
100
UK Housebuilding
22% below
80 Low: 2009, 51%
peak (1)
below peak
37% below
peak (1)
60
8 US IPOs
40
Spain Housebuilding
US Housebuilding
Low: 2013, 96%
Low: 2009, 69%
20 below peak
below peak
91% below
peak (1)
0
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Spain US UK
(1) Peaks for UK, US, Ireland and Spain reached in 2007, 2006, 2004 and 2006, respectively
Source: Spanish Ministry of Public Works and Transport, US Census Bureau. Department for Communities and Local Government UK and FactSet
114
According to CBRE, in the short term the levels of new housing constructions should recover from the low
levels experienced between the years 2009 and 2015. As of the second quarter of 2017, the number of
homebuilding permits reached 71,000 units per year, implying a 12% year-on-year increase. The increase in
building permits granted should help and sustain the recovery of housing supply.
Housing Development Licenses
80,000 45%
43%
36%
Num of units licenced
60,000
29% 27%
40,000
18%
12%
20,000
9%
0 0%
2012 2013 2014 2015 2016 2017 *
Detached housing Multi-family unit (Block) % Var. YoY (RHS)
Overall supply constraints
Following the 2007 financial crisis, the homebuilding sector contracted dramatically. The overall number of
home transactions went from around 900,000 per year before the crisis to below 500,000 per year in 2008 and
onwards. This was due to a significant decrease in domestic demand, as the Spanish economy was suffering
from a recession, as well as oversupply in the years prior to the crisis.
From 2014, the total number of transactions started to grow again showing positive signs of recovery. The gap
between 2016 transactions and peak levels indicates that the Spanish market has a strong growth potential.
Number of housing transactions (‘000), Spain
160,000
124,210
120,000
80,000
40,000
11,437
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
New homes 2nd hand

Source: INE
Historically (before the crisis in 2008), the split between new homes and existing homes (secondhand homes)
was 30% against 70%, respectively. From 2008 to 2014, the split became approximately 50% new homes
compared to 50% secondhand homes, indicating that there was a supply surplus in the market at that time.
Over the last eight quarters, the gap between new homes and existing homes has widened, becoming 10% new
homes compared to 90% existing homes, indicating a supply shortage of new dwellings and a decline in the
stock of new homes. With the current number of houses starts (LTM to March 31, 2017) 91% below its
historical peak, this supply shortage is not set to be resolved in the near term.
115
Stock absorption
During the financial crisis, Spain accumulated a significant housing stock, as there was a significant slowing
down of financing activity. According to estimates from the Spanish Ministry of Public Works and Transport,
unsold newly build house stock started to grow in 2005, and peaked at 650,000 units in 2009.
However, since 2009 this stock has declined and should continue to decline with the current and near-term
supply shortage of new homes.
Accumulated unsold newly built homes inventory

‘000s units
700 650 643 627

583 583 564
600 536 514
492
500
414
400
273
300
195
200
100
0
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
However, according to CBRE, the current figures overestimate the existing housing surplus due to the fact that
the Spanish Ministry of Public Works and Transport defines “unsold stock” as the difference between new
housing units completed and new homes sold, where new homes sold are homes with no previous owner or
homes less than 5 years old. When homebuilding companies were hit by a wave of bankruptcies during the
financial crisis, they had to transfer ownership of finished and in-process homes to their creditors (mostly
banks). These banks subrogated into the property development process and registered the estate ownership
under their own name; hence, this change in ownership did not enter home sales statistics, which inflated the
unsold newly built inventory figures.
Most of the current stock of unsold homes is unevenly distributed throughout the Spanish regions and appears to
be unattractive for new home buyers either due to its quality or location (in many instances the remaining unsold
stock is wrong product in the wrong locations, and in most instances it is severely damaged from lack of
maintenance, squatters, etc. In short, it does not compete with the new developments). Madrid and Barcelona,
considered as prime locations, are both experiencing a positive net absorption since the beginning of 2017.
Residential price considerations
The recent recovery in the number of home transactions, coupled with a supply shortage of new homes, led to an
increase in house prices. According to the national price index of the Spanish Ministry of Public Works and
Transport, from 2014 to the second quarter of 2017, the price index of home prices increased by 5%, after a 31%
decline from the third quarter of 2007 to 2014.
Moreover, residential prices are still below the last peak, suggesting further potential price growth.
116
Spain home prices
Price index of home prices (1) (real prices)
(1) Index base 100 as of first quarter 2001

Compared to other European countries, the Spanish home price cycle is lagging behind. While the United
Kingdom and French markets suffered from a less significant decrease and were quick to recover, the Spanish
house price significantly decreased during the years following the financial crisis and only started to recover
recently.
Eurozone Housing Price Appreciation
HPI Base 100 = 2008
140
130
120
(Index 100 = 2008)
110
100
90
80
70
60
50
40
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Euro area Germany Spain France UK
Source: Eurostat
117
Evolution of annual growth rates of IPVVR
Source: Registradores de España (Land Registry)
2014 was the year in which Housing Pricing Appreciation (“HPA”) became positive. In 2016, Spanish HPA
experienced a significant increase as indicated by Land Registry data from repeated sales (IPVVR from
Registradores de la Propiedad), which shows the behavior of home prices using a methodology that is based on
the Case and Shiller Home Price Indeces Methodology, this is, a 5.5% year-on-year rise in 2016 growing to a
6.8% year-on-year rise in the first nine months of 2017.
According to CBRE, with the economic recovery, housing prices should see a steady increase in the coming
years without reaching the pre-crisis levels of 14% year-on-year growth experienced between 2002 and 2006.
On a more granular level, prices are not all following the same trend. The uneven distribution of housing stock
in Spain has led to different market dynamics across the Spanish regions. Prime locations such as Madrid and
Barcelona are experiencing a faster recovery in residential prices than other regions. The higher demand and low
home stock in these prime locations are the key drivers of this faster price increase.
Evolution of home prices by province (Max-Min 2004-2Q 2017)

€/sqm (real prices)
3,500
3,000
2,500
2,000
1,500
1,000
500
Madrid Barcelona Malaga Seville Valencia Alicante Spain
High Low 2Q 2017 2Q 2016

Land market dynamics
118
The land market in Spain followed the same pattern as the construction sector. The difficulties faced by
homebuilders led to less land being purchased. As demand for land decreased, the supply remained large. As
such, the Spanish land market is currently oversupplied, with most land currently held by non-homebuilding
companies, mostly banks, who took ownership of them after the default of numerous homebuilders following
the 2008 financial crisis. However, it should be noted that quality land is scarce and homebuilders are finding
increasingly difficult to secure new quality land at attractive margins.
Land: Value of transactions

Urban Land market (Land transactions, €m)
25000
Transactions/Mortgage Loans
20000
15000
10000
5000
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2Q 2017
Source: Ministry of Civil Works & Bankinter Securities Research
The recovery of the home construction sector has had a moderate and uneven impact on land prices. In prime
locations where there is strong demand for new homes, land prices have grown above average. Nevertheless,
according to the Spanish Ministry of Public Works and Transport, land prices are still on the lower side of the
cycle.
In most Spanish regions, the land prices are still close to their minimum values between 2004 and June 30,
2017. This should give more headroom for the land prices to recover in the future.
Urban Land Price Dispersion (Max-Min 2004 – 2Q2017)
€700 €641.82
€600
€528.13
€500 €455.53
€374.15 €391.17
€400 €352.84
€300 €300 €255.42 €242.90

€274 €259
€247
€200 €145
€224.70 €105
€193.65 €115 €135
€170.61
€100 €145.44
€121.10 €114.98 €100.88 €93.78
€0
Madrid Balearic Barcelona Malaga Seville Valencia Alicante Tarragona
Island
Avg. Urban Land Price (€/sqm) 2Q 2017
According to the Spanish Ministry of Public Works and Transport as of the second quarter of 2017, the
provinces of Madrid, Seville, Malaga and the Balearic Islands have the highest growth rate for urban land
prices. On the other hand, prices in regions like Valencia or Tarragona are still at the lowest levels seen between
2004 and June 30, 2017.
It should be noted that land is highly levered to house prices due to the fact that land cost is only a fraction of
the total revenue of a development. Thus, house price increases mainly benefit land prices as construction costs
grow with CPI and development margins tend to contract during the cycle if new land needs to be acquired by
developers (which is not our case; more specifically, we will benefit from a surplus of land).
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Value creation via land transformation
The process of transforming non-urban land into land that is ready to build on is complex and highly regulated,
involving multiple parties of which local and regional governments are key decision makers. Spanish land laws
define all the different categories of land and give a precise description of the land transformation process. As a
consolidated urban land plot is ready to build upon, it trades at higher prices than similar non-zoned developable
land. Hence, this transformation process can be value accretive for a land owner, who by bearing the cost of the
transformation process can significantly increase the value of its land. See “Regulation” and “Business—
Transformation of Land Under the Land-permitting Process” for further details.
Competition
We operate in a highly competitive and fragmented market. Existing players in the market can be divided into
three groups: (i) new joiners (such as Neinor, Vía Célere, Aedas, and Aelca), which have a limited national
presence, are mainly focused on primary cities (e.g., Madrid, Barcelona, Malaga, Valencia or Seville), are
backed by international sources of capital and rely on recurrently acquiring land in an inflationary market
context; (ii) regional players (such as Pryconsa, Inmoglaciar, Amenabar, Quabit, Ibosa, Grupo Insur and La
Llave de Oro), which have regional focus and expertise, are “survivors” of the global financial crisis in Spain
and some are still undergoing restructuring processes; and (iii) non-natural holders of land (such as Sareb,
Aliseda, Altamira Servihabitat, Solvia, BBVA, CaixaBank, Sabadell and Santander), which do not consider
development as their core business, are seeking to reduce their exposure and size of real estate assets and are not
considered as competitors.
Despite this competition, we believe that our unique expertise in the Spanish land development market provides
us with a competitive advantage due to significant barriers to entry for potential new industry competitors, such
as difficulties in identifying attractive land plots, planning and implementing investments in those land plots,
titling of property, obtaining all relevant licenses and Permits in a timely manner and creating brand recognition
and customer loyalty.
Although competitive pressures may eventually affect our market share and our profit margins, we believe they
will have favorable effects on the Spanish real estate market and ultimately on our business as competition will
force us to become more efficient and productive and help us keep abreast of industry trends and changes in the
markets in which we operate. For additional information on the impact competitors may have on our business,
see “Risk Factors—The Spanish homebuilding market could become increasingly competitive.”
The following table sets forth our competitive position in the Spanish land development business in terms of
number of residential units delivered at run-rate by 2021 and geographical reach, based on publicly disclosed
targets:
Company Aedas Neinor Via Celere(7)

Current land bank
(Number of units) ............. ~37,500 13,044(4) 12,000(6) ~10,000
Target deliveries at run-
rate (number of units) .... ~4,500-5,000 ~3,000(4) ~3,500-4,000(6) ~3,000
Five year
surplus/(deficit) ............. 13,811 (3,000) (6,750) (5,000)
Years of land bank at
run-rate(1) ....................... 7.9 4.3 3.2 3.3
Year of run-rate ................ 2021 2022 2020 2022
Average selling price ........ ~€250k(2) €330k-€350k(4) €341k(6) n.a
Residential GAV / sqm
(€) (Total / FP)(3) ........... 393 / 466 890 1,212 n.a
Target gross residential
development margins .... c.29% 25%(5) n.a. n.a
GAV/BV of
assets................ 1.1x 1.6x 1.3x n.a
Track-record Longstanding
experience as
developer (100
years) 2-3 years 2-3 years (n.a.)
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Number of provinces 31 8 18 (n.a.)
Source: Company information, Neinor Prospectus (dated March 13, 2017), Neinor 3Q 2017 Results Presentation (dated October 31, 2017),
Aedas’s Prospectus (dated October 5, 2017), Aedas’ website, Press releases
(1) Calculated as current land bank (number of units) over deliveries at run-rate (number of units)
(2) Targeted at run-rate (2021)
(3) Total residential GAV per sqm / Fully permitted GAV per sqm
(4) Based on Aedas Prospectus (dated October 5, 2017)
(5) Blended land development margin (blended between existing land Net Development Margin of 27% and new land Net Development
Margin of 22%)
(6) Based on Neinor 3Q 2017 Results Presentation (dated October 31, 2017)
(7) Public information.
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REGULATION
Set forth below is a summary discussion of the current Spanish regulatory environment relating to the
residential and commercial development markets. This discussion is intended to provide a very general outline
of the most relevant applicable regulations in Spain and is not intended as a comprehensive discussion of such
regulations. You should consider the regulatory environment discussion below as it could have a material
impact on our business and results of operations in the future.
The development of residential and commercial properties is subject to a number of legal requirements. In
particular, this section intends to be an introduction to the Spanish legal regime regarding (a) the planning and
zoning procedures regarding the implementation of residential and commercial developments; (b) licensing
requirements for residential and commercial developments; and (c) specific requirements resulting from specific
housing and other sectorial regulations.
It is important to note that, despite the seemingly centralized nature of the Spanish nation, from an
administrative standpoint, the Spanish territory is divided into 17 autonomous regions (comunidades
autónomas), two autonomous cities in Northern Africa and more than 8,000 municipalities. There are three
different levels of government: municipal (local entities), autonomous regions and the central government.
These three territorial administrations have their own autonomous political bodies and have decision-making
powers in various areas including planning, tourism, housing, retail, and environmental protection.
As a result of the above, the legal framework regarding residential and commercial developments is far from
being uniform. It will be affected and conditioned by different regulations that will depend on the autonomous
region and municipality in which the development will take place.
Urban Planning
Residential and commercial developments and land zoning
Residential and commercial developments entail a specific and relevant use of the territory. Thus, the possibility
and terms according to which these projects can be developed depend closely on the urban planning regime of
the land on which they are to be developed.
In this respect, the urban planning regime of the land is not uniform throughout Spain. According to Spain’s
constitutional framework of distribution of subject-matter competencies, the autonomous regions are the
territorial administrations with subject-matter competencies to legislate on planning matters. Accordingly, the
urban regime of the land within the national territory is primarily defined by the different planning Laws enacted
by the different autonomous regions and also, in basic aspects, by the state regulations on land (Royal
Legislative Decree 7/2015, of October 30 approving the consolidated text of Urban Refurbishment and State
Land Act, “TRLS 7/2015”), as the national parliament has the right to establish the basic conditions
guaranteeing the equal exercise of rights and fulfilment of constitutional duties regarding the land.
The urban regime of the land is linked to its specific urban classification (clasificación urbanística). The urban
classification of each municipal territory is made by the local general plan of the relevant municipality
(normally a General Plan — Plan General) which, although drafted and prepared by the relevant City Council,
is finally approved by the government of the relevant autonomous region.
In general terms (differences might exist depending on the autonomous region), the land within a municipality is
divided by the General Plan in three different categories:
(a) Rural land (suelo rústico o suelo no urbanizable). The ordinary use of these plots is agricultural,
farming, livestock, forest activities, etc.
(b) Urban land (suelo urbano) (which can be either consolidated or non-consolidated). Refers to those
plots already included in the city structure that enjoy all the necessary services and road access, public
services, etc.
(c) Land suitable for development (suelo urbanizable) (which can be either divided or not into planned
units). Includes those plots that, according to the General Plan, are to be transformed into urban land
upon completion of the urban development process to satisfy the growth needs of the municipality.
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Construction is not allowed until more detailed planning instruments have been approved and the full planning
execution process is completed.
Residential and commercial developments can only be developed on land classified by the General Plan of the
relevant municipality as urban or suitable for development zoned for residential or tertiary uses, respectively.
In respect of those residential and commercial developments planned to be built on land suitable for
development, since the urban development process has not been completed, their construction and operation
requires the prior fulfilment of a number of legal obligations inherent to the legal regime of this category of
land. A number of things are required, including: the approval of specific and detailed zoning plans (Special
Plan, Partial Plan, Detail Survey) normally approved by the City Councils containing the specific planning
parameters governing the plots included in a development unit (footprint, detail uses, set-back requirements,
etc.); the assignment to the City Council for no consideration of the land destined to public roads, parks, etc.;
fair distribution among owners of the rights and obligations (equidistribución); execution of the public
infrastructures of the development unit, etc.
In general terms, applicable regulations require the completion of the public infrastructure works (roads,
sewage, water and electricity supply, etc.) prior to initiating any building works. Accordingly, in general terms,
in respect of urban land the developer will be entitled to directly apply for the relevant licenses. In respect of
land suitable for development, the developer will not be entitled to apply and obtain the relevant licenses to
build the project until the land has been transformed into urban land (completion of the public infrastructure
works). As an exception to this general rule, developers are allowed to start the construction of their project
(even if the urbanization works have not been concluded) if they undertake not to use the building until the
urbanization works are fully completed by the administration or entity responsible for their execution and to
include this undertaking in the contracts that might be entered into to transfer the ownership of the plot, and
finally they deliver a guarantee in order to secure full completion of the infrastructure works.
Municipal licenses required for residential and commercial developments
Once the urban development of a site has occurred, the construction and effective use of the relevant buildings is
possible, although always subject to the granting of a number of licenses and permits by the relevant authorities,
since in this way the authorities may control that the constructions and the activities carried out in these new
constructions are in compliance with the planning and environmental regulations.
The detailed rules regarding “licenses” are normally established in local regulations, and may be, and mostly
are, different in each municipality. This notwithstanding, the following rules are applicable everywhere in
Spain:
(a) Licenses must be applied for by the developer of the project (article 9.2.c) of the LOE).
(b) License applications must include the technical documentation (projects) allowing Local Authorities to
assess whether the intended construction complies with the relevant planning regulations.
(c) Local Authorities are obliged to grant the license applications whenever they comply with the
applicable planning regulations.
(d) Regional and local regulations set out a maximum deadline for Local Authorities to issue the licenses
(normally three months from the date the license application is filed). Failure to issue the license within
the deadline entails the tacit rejection of the license (article 11.4 of TRLS 7/2015).
(e) Liability for failure to obtain these licenses may range from the imposition of a fine, the demolition of
the works (if they cannot be and/or are not legalized), and closure of the premises.
The specific permits required for the construction and use of buildings, and their names depend on the local
regulations, but they mainly include the construction license and the first occupancy license (licenses related to
the construction works) and the activity and opening licenses (licenses related to the activities). Some regional
and local regulations have substituted the need for licenses by sworn statements or mere notifications to the City
Councils. Further, some autonomous regions (e.g., Catalonia or the Balearic Islands) require certain habitability
certificates (cédulas de habitabilidad) to prove that the residences comply with the minimum habitability
requirements. These certificates should exist in order to sell the residences.
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Construction licenses
Both the residential and commercial developments require the granting of the following construction licenses:
(a) Works licenses (licencias de obras)
Works licenses must be obtained prior to starting any construction works. These permits cannot be granted
unless the premises are to be built in accordance with the applicable planning regulations.
(b) First occupancy licenses (licencias de primera ocupación)
These licenses must be obtained once the building works have been concluded and provided the works license
has been granted. These licenses are closely linked to the works licenses described above. By granting the first
occupancy license, Local Authorities authorize the use of the building that has been constructed once they have
checked that the works authorized by the works license have been carried out in accordance with the provisions
thereto and other applicable regulations, and that the works have been duly completed.
Recording the residential development in the land registry requires, among others, the granting of the first-
occupancy license. It is important to note that, according to Spanish law, recording buildings in the land registry
is not in principle mandatory. This notwithstanding, due to the publicity and protection given by the land
registry and the fact that mortgages only exist upon their registration in the land registry, such registration has
become in practice mandatory. In recent years, Spanish planning, housing and land registry legislation has been
coordinated to make sure that residential buildings are only recorded in the land registry if it is evidenced that
the required licenses have been granted and the legal requirements to deliver the residences to the purchasers
have been complied with. Accordingly, as a general rule, in order to register a residential building it should be
evidenced in the notarized description of the new building (declaración de obra nueva) that the works and first-
occupancy licenses have been granted, that the Book of the Building has been handed over to the final users, and
that the ten-year insurance policy has been underwritten (article 28 of TRLS 7/2015).
Activity licenses
As a general rule, only commercial developments require the granting of the activity licenses described below.
However, depending on the relevant local regulations, a specific activity licenses might be required in
connection with the residences’ associated parking lot.
(a) Activity licenses (licencias de actividad)
By means of these licenses, Local Authorities verify matters such as compliance with environment, health,
safety and fire prevention regulations.
(b) Operating licenses (licencias de funcionamiento o apertura)
These licenses are closely linked to the activity licenses. These licenses are granted after construction has been
finalized. The purpose of these licenses is to verify that the premises have been executed according to the
activity licenses and that the corrective measures imposed in the activity licenses have been fulfilled.
Specific common regulations
In addition to zoning regulations, and at a government level, the LOE is particularly relevant. This piece of
legislation establishes the relevant regulations governing the building process (complementing the legal
configuration of the agents/participants involved in the building process and their liabilities) as well as the
general framework to guarantee the quality of the buildings (it defines the basic requirements of the
construction, further specified in the technical construction code approved by Royal Decree 314/2006 of March
17) and guarantees in favor of users in the event of building damages. The main contents of this law are
summarized as follows:
• It defines the duties and liabilities of all the agents/participants involved in the building construction
process.
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• Residential developers are obliged to underwrite a ten-year insurance policy covering the material
damages that could be caused to the building affecting the structural stability and security. The excess
of the insurance cannot exceed one percent of the insured amount.
• Developers are obliged to deliver to the final building users the project, the works acceptance
certificates, the details of all the agents intervening in the building construction process, instructions for
the use and maintenance of the building and its installations (all this documentation makes up the so-
called “Book of the Building”).
• It establishes certain requirements if developers receive from purchasers payments on account for the
construction of the building. In particular, the developer is obliged to (i) guarantee the reimbursement
of the payments made plus interest; and (ii) receive the payments through financial entities where they
have to be deposited in special accounts and from which withdrawals can only be made to cover
construction costs.
Specific residential developments and housing regulations
Additionally, both at a government and regional level, there are a wide number of regulations on housing
matters.
Article 149.1.13 of the Spanish Constitution grants exclusive competence in setting the basis and coordination
of the general planning of the economic activity to the state. This constitutional competence allows the state to
enact legislation on housing. Article 148.1.3 of the Spanish Constitution grants the right to competency on
housing matters to the autonomous regions.
Another piece of relevant state legislation is the Royal Decree 515/1989 of April 21 regarding protection of
consumers in respect of the information that must be delivered upon sale and lease of residences (“Royal
Decree 515/1989”). This piece of legislation applies to the offer, promotion and publicity that are carried out by
persons in the framework of its entrepreneur or professional activity for selling and leasing residences to
consumers. Royal Decree 515/1989 identifies some information and documentation (plans of the residence,
description of the residence and its installations, copy of the permits and authorizations, planning information,
structure of the community of owners, supply and service contracts, contractual information for the acquisition
of the residence, etc.) that has to be made available to the public and the relevant authorities. It is expressly
required that purchase contracts are drafted with clarity and simplicity.
At a regional level, the autonomous regions in Spain have enacted many regulations on housing according to
their constitutional competencies (although in some cases they have enacted regulations that go beyond their
competencies giving rise to appeals from the Spanish Government before the Spanish Constitutional Court).
These housing Acts are aimed at defining at a regional level the different housing policies and, in particular, to
make a citizen’s right to decent housing a reality. These regulations also include provisions to guarantee the
quality of the residences and the protection of prospective purchasers.
Some autonomous regions (e.g., Basque Country, Catalonia or Andalusia) have enacted regulations containing
specific measures to avoid the existence of empty housing (creating new taxes for empty residences, increasing
the real estate tax on empty residences, mandatory leases and even the possibility of imposing fines or of
expropriating the residence – the efficacy of some of these provisions is currently suspended as their conformity
with the Spanish Constitution has been challenged by the Spanish Government before the Spanish
Constitutional Court).
Specific commercial developments regulations
Hotel regulations
Traditionally, the implementation of accommodation establishments has been subject to the prior granting of a
tourism authorization (i.e., Decree of June 14, 1957 on Accommodation). This prior authorization has been
replaced by a sworn statement (declaración responsable) in most autonomous regions.
This sworn statement is a document that must be submitted to the tourism authority of the relevant autonomous
region by the operator prior to the commencement of the accommodation activity. In this sworn statement, the
125
operator must represent that the establishment complies with all sectorial requirements for a specific category,
has the full set of documentation evidencing such assertion and undertakes to maintain such compliance while
the activity is opened to the public. Some specific technical and legal documentation must be attached to the
sworn statement describing the accommodation establishment. The operator is responsible for any
misrepresentation in such statement.
Retail regulations
Since all autonomous regions have assumed specific competences on trade matters, legislation on retail
establishments may vary from one autonomous region to another.
In general terms, the implementation of a retail establishment does not require a specific permit, license or
authorization other than the municipal licenses described above. This notwithstanding, when the retail display
surface area (sala de ventas) of an individual retail establishment or a number of them exceeds a maximum
threshold (which is usually established at 2,500 sqm.), it will be considered as a large retail establishment (gran
establecimiento comercial) and, therefore, a prior regional authorization (licencia comercial) is required. As a
general rule, regional legislation on a large retail establishment usually stipulates that municipal licenses granted
without the prior regional authorization will be null and void.
Offices regulations
As a general rule, there are not specific sectorial regulations regarding the construction of office buildings.
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REASONS FOR THE OFFERING
The Offering will provide an opportunity for the Selling Shareholders to monetize their investment in the
Company. In particular, the Selling Shareholders expect to raise maximum gross proceeds of between
€763,043,482 (assuming no exercise of the Over-Allotment Option) and €877,500,000 (assuming exercise of the
Over-Allotment Option in full) from the sale of the Offered Shares.
As a consequence of the foregoing, the Offering is also expected to widen our shareholder base, introducing
institutional long-term investors and a diversified base of international shareholders, thus improving our access
to public capital markets (including for debt instruments) that could make it easier for us to obtain financing to
be used for our future growth.
Finally, the Offering is expected to provide us with better brand recognition, increasing our overall corporate
profile, and enhancing our transparency and prestige as a result of us becoming a listed company.
127
USE OF PROCEEDS
The Company is not issuing any new Shares as part of the Offering and consequently will not receive any
proceeds from the Offering.
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DIVIDEND POLICY
Dividend policy
Holders of Shares will be entitled to receive future dividends that are declared on the basis set out in our bylaws.
In any event, our ability to pay dividends in the future will also depend on the performance and prospects of our
business, our capital structure and financing needs, general and capital market conditions, and other factors that
our Board of Directors and shareholders may deem relevant at the time, as well as applicable legal restrictions.
During the first two years from the date of this Prospectus we intend to devote our general cash flows to
continue growing our business and, therefore, we do not intent to distribute any dividends during this period.
During the medium term (three to six years from the date of this Prospectus), we expect to generate a strong
cash flow as a result of several factors, including approaching our target of 4,500 to 5,000 deliveries per year, a
gradual decrease in capital expenditures for urbanization, an increase in the level of land sales and the fact that
we will not need to acquire land in the near term. Consequently, we expect to adopt a dividend policy consistent
with the nature of our business with a payout target of at least 80% of our free cash flow to equity. We expect to
begin distributing dividends to shareholders by 2020.
In the long term (expected to be approximately six years after the date of this Prospectus), we will review our
dividend policy as our business evolves and our dividend profile will be defined depending on the business
cycle and in line with our peers.
Our expectations in relation to dividends, distributable reserves, business performance and market conditions are
subject to numerous assumptions, risks and uncertainties, which may be beyond our control. For a discussion of
certain of the risks faced by our business, see “Risk Factors” and “Important Information – Forward-Looking
Statements.”
Under the terms of the Facility Agreement (see “Operating and Financial Review – Liquidity and Capital
Resources”), we are subject to certain restrictions on payments and distributions before 2019. Specifically, we
shall not (i) declare, pay or make any dividend or other payment, charge, fee or other distribution (or interest on
any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of our share
capital; (ii) repay or distribute any dividend or share premium reserve; or (iii) reduce, return, repurchase,
defease, retire, repay, cancel or redeem any of our share capital or resolve to do so. We will be able to carry out
such payments and distributions from January 1, 2019 onwards if there is no default under the Facility
Agreement and we have or will have sufficient cash available to pay all financial expenses in relation to the
Facility Agreement, for the six months following the relevant payment or distribution.
Taxation on dividends under Spanish law
Under current tax legislation, any distributions made in the future will be subject to tax under Spanish law. See
“Taxation” for a discussion of certain aspects of taxation of dividends.
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CAPITALIZATION AND INDEBTEDNESS
The table below sets out our capitalization and indebtedness as of the date indicated below, on an historical basis
and adjusted giving effect to the Transaction and the net effect of the withdrawal and partial repayment of the
syndicated loan granted by our shareholders in July 2017. The sale of the Offered Shares in the Offering will not
affect our capitalization.
As of October 31, 2017(1) As adjusted(2)

CAPITALIZATION
Share capital ......................................................................... 956,279 1,092,069
Share premium ..................................................................... 1,174,251 1,373,950
Reserves at companies accounted for using the equity
method ................................................................................. (3,275) (3,275)
Retained earnings ................................................................. (64,749) (60,707)
Minority interests ................................................................. - 112
Total equity ......................................................................... 2,062,506 2,402,149
INDEBTEDNESS(3)
Bank borrowings and bonds................................................. 6,465 6,465
Other non-current liabilities ................................................. 6,402 7,924
Total non-current indebtedness ........................................ 12,867 14,389
Financial debt ....................................................................... 180,131 40,354
Trade and other payables ..................................................... 27,274 32,321
Total current indebtedness ................................................ 207,405 72,675
Total equity and indebtedness .......................................... 2,282,778 2,489,213
__________
(1) Unaudited consolidated financial data as of October 31, 2017.
(2) Unaudited consolidated financial data as of October 31, 2017 giving partial effect to the Transaction and the net effect of the
withdrawal (€10 million) and partial repayment (€149.8 million) of the syndicated loan granted by our shareholders in July 2017.
(3) For an explanation of our indebtedness as of December 31, 2017, see “Operating and Financial Review—Liquidity and Capital
Resources—Indebtedness”.
The foregoing table should be read in conjunction with “Selected Financial Information and Operating Data,”
“Pro Forma Consolidated Financial Information” and “Operating and Financial Review” and our Financial
Statements and related notes included elsewhere in this Prospectus. Main differences between information
provided in the columns “as of October 31, 2017” and “As Adjusted” are:
“Share Capital”: Includes Share Capital of the Company as of October 31, 2017 of €956,279 thousand, plus
Share Capital of Metrovacesa Arrendamiento of €307,528 thousand, adjusted by €171,738 thousand
(reclassified to Share Premium), as detailed in the “Pro Forma Adjustments”.
“Share Premium”: Includes Share Premium of the Company as of October 31, 2017 of €1,174,251 thousand,
plus Share Premium of Metrovacesa Arrendamiento of €14,560 thousand, adjusted by €185,139 thousand, as
detailed in the “Pro Forma Adjustments”.
“Reserves at companies accounted for using the equity method”: Includes Reserves at companies accounted
for using the equity method of the Company as of October 31, 2017 of €3,275 thousand.
“Retained earnings”: Includes Retained earnings of the Company as of October 31, 2017 of €64,749 thousand,
plus retained earnings of Metrovacesa Arrendamiento according to the Transaction figures of €15,091 thousand
and minus the adjustments detailed in the “Pro Forma Adjustments” for an amount of €11,049 thousand.
“Minority interests”: Includes minority interests of the Transaction as detailed in the “Pro Forma Adjustments”
for an amount of €112 thousand.
“Other non-current liabilities”: Includes other non-current liabilities of the Company of €6,402 thousand and
other non-current liabilities of Metrovacesa Arrendamiento of €1,522 thousand.
“Financial debt”: Includes financial debt of the Company as of October 31, 2017 of €180,131 thousand,
adjusted by net repayment of financial debt up to December 31, 2017 of €139,777 thousand.
“Trade and other payables” Includes trade and other payables of the Company as of October 31, 2017 of
€27,274 thousand, plus trade and other payables of Metrovacesa Arrendamiento of €5,118 thousand and minus
adjustments of the pro forma balance sheet of €71 thousand.
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PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Our Pro Forma consolidated financial information has been prepared in accordance with Annex II of the
Prospectus Regulation
Background and Purpose
The Pro Forma Consolidated Financial Information was prepared solely to provide information on the potential
impact that the Transaction had on the consolidated balance sheet as of September 30, 2017 and the
consolidated income statement for the nine-month period ended September 30, 2017, as if the Transaction had
taken place on January 1, 2017 for the purpose of the Pro Forma consolidated income statement and on
September 30, 2017 for the purpose of the Pro Forma consolidated balance sheet. The Pro Forma Consolidated
Financial Information has been derived from, and should be read in conjunction with, the Interim Financial
Statements.
The Transaction was carried out through two different capital increases through non-monetary contributions of
shares of Metrovacesa Arrendamiento. These capital increases were executed on November 27, 2017 and
January 8, 2018 (see Description of Share Capital — General).
The Pro Forma Consolidated Financial Information has been prepared solely for illustrative purposes and
reflects estimates and certain assumptions made by or management that are considered reasonable under the
current circumstances, as well as on the basis of the information available at the time of preparation of such
information. Actual adjustments may differ materially from the information presented in the Pro Forma
Consolidated Financial Information. The assumptions used by the Company’s directors for the preparation of
the Pro Forma Consolidated Financial Information are described below.
The Pro Forma Consolidated Financial Information relate to a hypothetical situation and therefore does not
purport to represent, and does not represent, what the financial condition or the results of operations of the
Company would have been had the Transaction described occurred on the dates indicated. The Pro Forma
Consolidated Financial Statements is not indicative of the future results of operations or financial condition of
the Company.
The Pro Forma Consolidated Financial Information has been prepared solely for the purpose of being included
in this Prospectus.
Sources of information used to prepare the Pro Forma Consolidated Financial Information
The historical legal and financial information used as a basis to prepare the Pro Forma Consolidated Financial
Information was as follows:
• the Interim Financial Statements.
• the consolidated interim financial statements the Metrovacesa Arrendamiento and subsidiaries as of
September 30, 2017 and for the nine-month period ended September 30, 2017, prepared in accordance
with the requirements of International Accounting Standard (IAS) 34, “Interim Financial Reporting”, as
adopted by the European Union, for the preparation of complete interim financial statements, and other
provisions of the financial reporting framework applicable in Spain and audited by
PricewaterhouseCoopers Auditores, S.L., that issued their audit report on January 8, 2018, in which
they express an unqualified opinion.
• Public deed as of November 27, 2017 (registered on December 4, 2017) and the deed as of January 8,
2018 (which will be registered as soon as practicable), both derived from the decisions of the
Extraordinary General Shareholders’ Meeting held on November 24, 2017, prior obtaining the report of
the Administrators and the report of an independent expert in accordance with article 67 of the Spanish
Companies Act.
131
Basis of presentation and main assumptions used to prepare the Pro Forma Consolidated Financial
Information
The Pro Forma Consolidated Financial Information has been prepared in accordance with Annex II of the
Prospectus Regulation, and the ESMA update of the Committee of European Securities Regulators
recommendations for the consistent implementation of the aforementioned Regulation (ESMA/2013/319) and
the clarifications contained in the document ESMA 31-62-780.
The Pro Forma Consolidated Financial Information has been prepared taking into consideration accounting
policies that are consistent with those applied by the Group in the preparation of the Interim Financial
Statements.
The main assumptions used to prepare the accompanying Pro Forma Consolidated Financial Information were
the following:
• The pro forma consolidated balance sheet as of September 30, 2017 has been prepared as if the
Transaction had taken place on September 30, 2017.
• The pro forma consolidated income information for the nine-month period ended September 30, 2017
has been prepared as if the Transaction had taken place on January 1, 2017.
• The pro forma adjustments give effect to events that are directly attributable to the Transaction,
factually supportable and are complete and admissible for the purpose for which the Pro Forma
Consolidated Financial Information is presented, and, as it relates to the Pro Forma consolidated
income statement, they are expected to have a continuing impact on the Group.
• The Pro Forma Consolidated Financial Information do not include any adjustments other than those
described here.
• The balances and transactions existing between the Group and Metrovacesa Arrendamiento as of
September 30, 2017 and that occurred in the nine-month period ended September 30, 2017, have been
eliminated in the Pro Forma consolidated balance sheet and in the Pro Forma consolidated income
statement, respectively.
• For the purpose of the preparation of the Pro Forma Consolidated Financial Information, the non-
monetary share capital increase has been considered as an acquisition of assets in accordance with
IFRS-EU, that are recognized in the balance sheet of the acquirer at their fair value considering that
Metrovacesa Arrendamiento does not meet the definition of a business, as described in the Application
Guidance of IFRS 3, paragraph B7, being the contributed assets a portfolio of land that is not part of an
integrated set of activities for which an active management has not been carried out until its future
integration in the activities of the Company. For the purpose of the Pro Forma Consolidated Financial
Information, the NAV of Metrovacesa Arrendamiento as of September 30, 2017 has been considered.
• The fair value of the assets as of January 1, 2017 and as of September 30, 2017 needed in order to
prepare the Pro Forma Consolidated Financial Information has been estimated on the basis of the
valuation reports of independent experts, which have been used in the preparation of the consolidated
financial statements of the Group and of Metrovacesa Arrendamiento as of September 30, 2017 or
December 31, 2016, as the case may be.
• The tax impact of the pro forma adjustments has been calculated using a tax rate of 25%.
• For the purpose of the preparation of the Pro Forma Consolidated Financial Information, costs
associated to the Transaction have not been considered because they are not significant.
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Pro Forma Consolidated Balance Sheet as of September 30, 2017 and Pro Forma Consolidated Income
Statement for the nine-month period ended September 30, 2017
Pro Forma Consolidated Balance Sheet as of September 30, 2017
Metrovacesa Intercompany Reclassification Pro forma

Company Arrendamiento Eliminations of land consolidated
Assets
Intangible assets ................. 135 - - - 135
Property, plant and
equipment........................... 147 - - - 147
Investment properties ......... 305,725 323,878 - (255,291) 374,312
Receivables ........................ 76,881 1,271 - - 78,152
Deferred tax assets ............. 89,059 10,263 - - 99,322
Total non-current assets .. 471,947 335,412 - (255,291) 552,068
Inventories.......................... 1,629,760 73 - 255,291 1,885,124
Trade and other
receivables.......................... 186,461 31 (71) - 186,421
Other current financial
assets .................................. 1,343 138 - - 1,481
Cash and cash equivalents .. 32,631 12,399 - - 45,030
Total current assets .......... 1,850,195 12,641 (71) 255,291 2,118,056
Total Assets ....................... 2,322,142 348,053 (71) - 2,670,124
Share
Metrovacesa Capital Intercompany Reclassification Pro Forma
Company Arrendamiento Increase Eliminations of land consolidated
Equity
Share capital ....................... 956,279 307,528 (171,738) - - 1,092,069
Share Premium ................... 1,174,251 14,560 185,139 - - 1,373,950
Retained earnings ............... (64,528) 15,091 (15,091) - 4,042 (60,486)
Reserves at companies
accounted for using the
equity method ..................... (3,275) (1,579) 1,579 - (3,275)
Total equity
attributable to the
shareholders of the
Parent Company ............... 2,062,727 335,600 (111) - 4,042 2,402,258
Non-controlling
interests ............................. - - 111 - 1 112
Total equity ....................... 2,062,727 335,600 - - 4,043 2,402,370
Liabilities
Provisions ........................... 19,221 351 - - - 19,572
Borrowings ......................... 4,997 - - - - 4,997
Trade and other payables ... 3,427 1,522 - - - 4,949
Deferred tax liabilities ........ 5,176 4,043 - - (4,043) 5,176
Total non-current
liabilities ............................ 32,821 5,916 - - (4,043) 34,694
Provisions ........................... 12,338 135 - - - 12,473
Borrowings ......................... 171,687 - - - - 171,687
Trade and other payables .... 31,422 6,402 - (71) - 37,753
Current tax liabilities .......... 2,389 - - - - 2,389
Deferred income ................. 8,758 - - - - 8,758
Total current liabilities .... 226,594 6,537 - (71) - 233,060
Total liabilities .................. 259,415 12,453 - (71) (4,043) 267,754
Total equity and
liabilities ............................ 2,322,142 348,053 - (71) - 2,670,124
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Pro Forma consolidated Income Statement for the nine-month period ended September 30, 2017
Metrovacesa Intercompany Reclassification of Pro Forma

Company Arrendamiento Eliminations land Consolidated
Sales................................................... 18,887 1,549 (2,069) 2,084 20,451
Cost of Sales ...................................... (14,621) (1,453) 1,275 (2,084) (16,883)
Employee benefit expenses ................ (4,425) (119) - - (4,544)
External Services ............................... (3,549) (856) 785 - (3,620)
Changes in trade provisions ............... (68,364) 8,163 - (4,815) (65,016)
Changes in value of investment
property.............................................. (1,461) 11,800 - (10,481) (142)
Profit from operations ..................... (73,533) 19,084 (9) (15,296) (69,754)
Financial income ................................ 38 - - - 38
Financial cost ..................................... (4,164) - - - (4,164)
Capitalized finance cost ..................... 78 - - - 78
Impairment and results on disposal
of financial instruments ..................... 196 - - - 196
Results of companies accounted
using the equity method ..................... 236 - - - 236
Financial income/(expense) ............. (3,616) - - - (3,616)
Profit/(loss) before income tax ........ (77,149) 19,084 (9) (15,296) (73,370)
Income tax ......................................... 43,293 6,765 2 3,824 53,884
Profit/(loss) for the period ............... (33,856) 25,849 (7) (11,472) (19,486)
Profit/(loss) attributable to the
shareholders of the company .......... - - - - (19,491)
Profit/(loss) attributable to the
shareholders of the company .......... - - - - 5
Pro Forma Adjustments

The adjustments made to prepare the Pro Forma Consolidated Financial Information has been prepared as if the
Transaction had taken place on September 30, 2017 for the purpose of the pro forma consolidated balance sheet,
and on January 1, 2017 for the purpose of the pro forma consolidated income statement. The adjustments are
detailed as follows:
Share capital increase
On November 24, 2017, two share capital increases were approved providing for the non-monetary contribution
to the Company of all the shares of Metrovacesa Arrendamiento. The exchange ratio of the non-monetary
capital increases in both cases was one share of the Company for 3.62230562386723 shares of Metrovacesa
Arrendamiento.
This pro forma adjustment reflects an increase in share capital of €135,790 thousand and in share premium of
€181,062 thousand, as well as the elimination of the equity of Metrovacesa Arrendamiento as of September 30,
2017. The difference between the amount of the increase in share capital and share premium and the amount
relating to the equity of Metrovacesa Arrendamiento has been reflected as part of the pro forma consolidated
equity, considering the non-controlling interests. The adjustment reflected in the column “total equity” for an
amount of €18,748 thousand refers to the difference between the equity value of Metrovacesa Arrendamiento as
of June 30, 2017 (date of the calculation of the issue rate) and as of September 30, 2017.
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The following table shows the summary of the adjustments described:
Increase Share Elimination of

Capital and Metrovacesa
Share Arrendamiento’s Total
Premium equity Equity Adjustment
Share Capital........................................................ 135,790 (307,528) - (171,738)
Share Premium .................................................... 181,062 (14,560) 18,637 185,139
Non-controlling interests ..................................... - - 111 111
Retained earnings................................................. - (15,091) - (15,091)
Reserves for companies accounted for using the
equity method ...................................................... - 1,579 - 1,579
Total .................................................................... 316,852 (335,600) 18,748 -
After the share capital increases described in the Transaction, the shareholders of the Company were represented
approximately by Grupo Santander (71.45%, including the shareholding of 9.21% held by Grupo Banco
Popular), Grupo BBVA (28.51%) and other minority shareholders (0.04%).
Intercompany eliminations
In order to eliminate all of the transactions between the Company and Metrovacesa Arrendamiento, the
Company recognized pro forma adjustments in the pro forma consolidated income statement in an amount of
€2,069 thousand in order to reduce sales and in an amount of €1,275 thousand to reduce cost of sales, to reflect
the elimination of sale and purchase transactions between the Company and Metrovacesa Arrendamiento, in
addition to a decrease of €785 thousand in external services. The tax impact of the eliminations in the Pro Forma
consolidated income statement amounted to €2 thousand. For purposes of preparing the Pro Forma consolidated
balance sheet, certain insignificant intra-group balances have been eliminated.
Reclassification of land
The historical financial information of the Company and of Metrovacesa Arrendamiento has been prepared in
accordance with the requirements of International Accounting Standard (IAS) 34, “Interim Financial
Reporting”, as adopted by the European Union, for the preparation of complete interim financial statements, and
other provisions of the financial reporting framework applicable in Spain. The Unaudited Pro Forma
Consolidated Financial Information has been prepared using the Company’s accounting policies related to the
classification of the real estate assets as inventory, or as investment properties.
The pro forma consolidated balance sheet as of September 30, 2017 and on the Pro Forma consolidated income
statement for the nine months period ended September 30, 2017, also classify as inventory, certain real estate
assets of Metrovacesa Arrendamiento classified as investment property measured at fair value, following the
Group’s classification criteria of real estate assets, based on their future use which represents another
adjustment.
The adjustment in the Pro Forma consolidated balance sheet as of September 30, 2017 resulted in a
reclassification of the investment properties to inventories for an amount of €255,291 thousand. This adjustment
has not resulted in any change in the value of inventories, since for the purpose of the Pro Forma consolidated
balance sheet the acquisition of the real estate assets has been measured at their fair value as of September 30,
2017, which corresponds to the fair value of the investment properties recorded in Metrovacesa Arrendamiento
at that date.
In addition, as the Transaction is classified as an acquisition of assets that is measured at fair value in
accordance with IFRS-EU, no deferred tax liability should be recognized in connection with it, since the
accounting basis of these assets will match its tax basis, therefore the existing amount of deferred tax liabilities
related with the assets acquired have been eliminated in the pro forma consolidated balance sheet. As a result of
this adjustment, an amount of €4,043 thousand of deferred tax liabilities has been eliminated.
For the purpose of the pro forma consolidated income statement, the fair value of the inventory acquired
corresponds to their fair value as of January 1, 2017, which from that date onwards represents their cost. Such
135
fair value has been estimated on the basis of the fair value obtained from certain valuation reports of
independent experts that have been used in the preparation of the consolidated financial statements of
Metrovacesa Arrendamiento as of December 31, 2016. The pro forma adjustment in the pro forma consolidated
income statement refers to the elimination of the change in the fair value of those investment properties that
have been reclassified as inventory and recognized in the historic consolidated income statement of Metrovacesa
Arrendamiento for the nine-month period ended September 30, 2017. This adjustment results in the elimination
of €10,481 thousand from the line item “Change in value of investment properties”, and an amount of €2,620
thousand corresponding to its tax impact.
As a consequence of the previous adjustment, certain land plots acquired at their fair value as of January 1,
2017, were impaired during the nine-month period ended September 30, 2017, when comparing their carrying
amount as of September 30, 2017 to their fair value at the same date. As a result, an adjustment has been
recorded for an amount of €4,815 thousand to reflect such impairment in the pro forma consolidated income
statement, with a corresponding tax impact for an amount of €1,204 thousand.
In addition, during the fiscal year 2017 there has been a sale a land for an amount corresponding to its carrying
amount as of January 1, 2017, which would have been classified as inventory in the balance sheet of the
Company as of September 30, 2017. As a result, an adjustment has been recorded to show the sale of such land
as inventory in the pro forma consolidated income statement in an amount of €2,084 thousand, with no impact
in Profit/(loss) for the period.
On January 9, 2018, PricewaterhouseCoopers Auditores, S.L. issued a Special Independent Auditor’s Report in
accordance with ISAE 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial
Information Included in a Prospectus with respect to this Prospectus, a copy of which is included elsewhere
herein. The work related to the above-mentioned Special Independent Auditor’s Report has not been carried out
in accordance with auditing or attestation standards generally accepted in the United States of America and,
accordingly, should not be relied upon as if it had been carried out in accordance with those standards.
136
SELECTED FINANCIAL AND OPERATING DATA
The following tables present our summary consolidated financial and operating data as of and for the nine-
month periods ended September 30, 2017 and 2016 and as of and for the years ended December 31, 2016 and
2015. The selected consolidated financial and operating data set forth below has been derived from, and should
be read together with, the Financial Statements included elsewhere in this Prospectus. This information should
be read in conjunction with the sections entitled “Presentation of Financial and Other Information” and
“Operating and Financial Review.”
CONSOLIDATED INCOME STATEMENT For the nine-month

period ended For the year ended
2017 2016(1) 2016 2015(2)
Sales.................................................................................. 18,887 11,220 21,020 36,038
Cost of Sales ..................................................................... (14,621) (8,836) (16,412) (27,444)
Employee benefits expense............................................... (4,425) (2,087) (3,366) (2,788)
External services ............................................................... (3,549) (2,380) (3,676) (5,604)
Change in trade provisions ............................................... (68,364) (6,509) (25,635) (27,701)
Changes in value of investment property ......................... (1,461) 8,895 8,355 9,008
Other gains and losses ...................................................... - 85 83 (1)
Profit/(loss) from operations .......................................... (73,533) 388 (19,631) (18,492)
Financial income............................................................... 38 141 170 160,570
Financial cost .................................................................... (4,164) (22) (119) (19,169)
Capitalized finance cost .................................................... 78 - 103 77
Impairment and gains/(losses) on disposal
of financial instruments ................................................. 196 - - (61,604)
Results of companies accounted using the equity
method .......................................................................... 236 (212) (211) (425)
Financial income/(expense) ............................................ (3,616) (93) (57) 79,449
Profit/(loss) before income tax ....................................... (77,149) 295 (19,688) 60,957
Income tax ........................................................................ 43,293 (55) (846) 3,186
Profit/(loss) for the period/year ..................................... (33,856) 240 (20,534) 64,143
__________
(2) Unaudited financial information related to the real estate development business of MVCSA as of and for the year ended December 31,
2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual Financial Statements for additional information.
137
CONSOLIDATED BALANCE SHEET As of
September 30, As of December 31,
2017 2016 2015(1)
ASSETS
Non-current assets
Property, plant, equipment and intangible assets ............ 282 1 -
Investment property ........................................................ 305,725 109,600 224,540
Investment accounted for using the equity method ........ - 117 319
Non-current financial assets ........................................... 76,881 63,533 63,511
Deferred tax assets .......................................................... 89,059 39,189 39,839
Total non-current assets .............................................. 471,947 212,440 328,209
Current assets
Inventories ..................................................................... 1,629,760 814,182 704,494
Trade and other receivables ........................................... 186,461 22,608 13,071
Other current financial assets......................................... 1,343 1,038 23,962
Cash and cash equivalents ............................................. 32,631 32,464 12,197
Total current assets ..................................................... 1,850,195 870,292 753,724
Total assets ................................................................... 2,322,142 1,082,732 1,081,933
EQUITY
Total equity attributable to the shareholders of the
Company
Share capital .................................................................. 956,279 492,045 492,045
Share premium............................................................... 1,174,251 541,077 541,077
method ....................................................................... (3,275) (3,172) (2,747)
Retained earnings .......................................................... (64,528) (30,775) (10,957)
Total equity .................................................................. 2,062,727 999,175 1,019,418
LIABILITIES
Provisions ...................................................................... 19,221 30,423 25,474
Financial debt ................................................................ 4,997 352 389
Trade and other payables ............................................... 3,427 5,429 4,783
Deferred tax liabilities ................................................... 5,176 987 987
Total non-current liabilities ........................................ 32,821 37,191 31,633
Current liabilities
Provisions ...................................................................... 12,338 12,909 12,813
Financial debt ................................................................ 171,687 2 70
Trade and other payables ............................................... 31,422 24,697 9,238
Current tax liabilities ..................................................... 2,389 - 3
Deferred income ............................................................ 8,758 8,758 8,758
Total current liabilities ................................................ 226,594 46,366 30,882
Total liabilities ............................................................. 259,415 83,557 62,515
Total equity and liabilities........................................... 2,322,142 1,082,732 1,081,933
__________
(1) Unaudited financial information related to the real estate development business of MVCSA as of and for the year ended December
31, 2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual Financial Statements for additional
information.
138
CONSOLIDATED STATEMENT OF CASH FLOW For the nine-month
2017 2016(1) 2016 2015(2)
Cash flow from operating activities
Profit/(loss) before income tax ............................................ (77,149) 295 (19,688) 60,956
Adjustment to profit/(loss)
Change in trade provisions .................................................. 68,364 6,509 24,407 27,701
Impairment and gains/(losses) on disposal of financial
instruments ..................................................................... (196) - - 61,604
Changes in value of investment property ............................ 1,461 (8,895) (8,355) (9,008)
Financial income ................................................................. (38) (141) (170) (160,570)
Capitalized finance cost ....................................................... (78) - (103) (77)
Financial cost ....................................................................... 4,164 22 119 19,169
Adjusted results ................................................................. (3,472) (2,210) (3,790) (226)
Changes in working capital:
Inventories ...................................................................... (7,113) 600 442 5,062
Trade and other receivables ............................................ (165,646) 7,766 12,617 (55,580)
Trade and other payables ................................................ 4,470 13,080 11,174 7,537
Other non-current liabilities ............................................ 254 231 646 151
Other cash flows from operating activities:
Interest payments ............................................................ (2,430) (22) (119) (19,169)
Interest receivable ........................................................... 38 141 170 -
Income tax received (paid) ............................................. - (227) (227) -
Total net cash generated from (used in) operating
activities ........................................................................ (173,899) 19,359 20,913 (62,225)
Cash flows from investing activities
Investments in:
Investment properties .......................................................... (249) (101) (101) (732)
Material and intangible properties ....................................... (280) - - -
Group’s current account ...................................................... - - (440) -
Total net cash generated from (used in)
investment activities ..................................................... (529) (101) (541) (732)
Cash flow from financing activities

Net repayment of bank borrowings ..................................... - - (105) -
Issuances with credit institutions ......................................... 174,595 102 - -
Total net cash generated from (used in) financing
activities ........................................................................ 174,595 102 (105) -
Net increase/(decrease) in cash and cash equivalents ..... 167 19,360 20,267 (62,957)
Cash and cash equivalents at the beginning of the period ... 32,464 12,197 12,197 75,153
Cash and cash equivalents at the end of the period ............. 32,631 31,556 32,464 12,197
_____________
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OPERATING AND FINANCIAL REVIEW
This “Operating and Financial Review” should be read in conjunction with our Financial Statements and
accompanying notes thereto, and the “Business” and “Industry Overview” sections included elsewhere herein.
Prospective investors should read the entire Prospectus and not just rely on the summary set forth below. Our
Annual Financial Statements have been prepared in accordance with IFRS-EU. Our Interim Financial
Statements have been prepared in accordance with the requirements of International Accounting Standard (IAS)
34, “Interim Financial Reporting”, as adopted by the European Union, for the preparation of complete interim
financial statements, and other provisions of the financial reporting framework applicable in Spain. Some of the
information in the discussion and analysis set forth below and elsewhere in this Prospectus includes forward-
looking statements that involve risks and uncertainties. See “Important Information—Forward-Looking
Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ
materially from the results described in the forward-looking statements contained in this Prospectus. See
“Presentation of Financial and Other Information – Changes in Presentation” for a discussion of changes
affecting the presentation of our financial information.
Overview
We are the leader in the Spanish residential development sector, holding the largest land bank in Spain across
most relevant metrics: as of September 30, 2017, our land portfolio had a GAV of €2.6 billion (around 1.6 times
more than our closest competitor, Neinor), approximately 37,500 buildable units (almost three times as many as
our closest competitor, Aedas), 6.1 million buildable sqm of which 4.8 million were residential buildable sqm
(more than four times as many as our closest competitor, Aedas) and 1.3 million were commercial buildable
sqm (source: publicly filed prospectus, interim reports and public information of competitors, Aedas, Neinor and
Via Celere). We benefit from 100 years of know-how and experience from our predecessor companies who
developed some of the most iconic buildings in Spain, including Edificio España and Torre Madrid, both located
in Madrid. Between 2005 and 2008, MVCSA delivered an average of 2,200 to 2,600 units per year in a much
more competitive environment. We believe that the size of our land bank portfolio will allow us to capitalize on
the recovery of the Spanish residential development market, benefit from locked-in margins and consolidate our
position as the national leader in the sector.
The following table sets out certain key measures of our land bank portfolio as of September 30, 2017:

Land Plot GAV(1) GAV Land Plots GAV(1) GAV Land Plots GAV(1) GAV Land Plots
Residential................ 1,340 52% 186(2) 553 21% 69 1,893 73% 255
Commercial .............. 577 22% 27(3) 108 4% 7 684 27% 34
Total ......................... 1,917 74% 213 661 26% 76 2,578 100% 289

GAV.
Residential development is the core component of our business. As of September 30, 2017, we had a residential
land bank with a GAV of €1.9 billion (representing 73% of our total GAV at such date) of which €1.3 billion
was fully permitted. We believe that we have a unique and differentiated profile given the size of our land bank,
our geographical capillarity throughout Spain, our attractive target customer profile and our exposure to land
plots under the land-permitting process.
• Size of land bank: We own the largest land bank in Spain, which allows us to have a de-risked strategy
in order to reach the highest delivery targets among our competitors of 4,500 to 5,000 residential units
per year at run-rate by 2021. We have no need to acquire additional land to deliver our target annual
deliveries for the next eight years (assuming we do not make any land sales), which underpins the
sustainability of our business model and allows us to have high visibility of attractive margins. We are
already in our ramp-up phase, with 2,263 active units as of the date of this Prospectus.
• Geographical presence: We have a unique and balanced geographic footprint in Spain (with land in 31
out of 50 provinces) with a clear focus in some of its largest cities (accounting for approximately 67%
of our land bank portfolio as of September 30, 2017 in terms of GAV), such as Madrid, Barcelona,
140
Malaga, Valencia or Seville, cities in which we have significant presence with local offices and
regional teams, in top tourist destinations (accounting for approximately 20% of our land bank
portfolio as of September 30, 2017 in terms of GAV), such as the Costa del Sol, Balearic Islands,
Canary Islands and the coast of Cadiz, and in selected and dynamic secondary cities (accounting for
approximately 13% of our land bank portfolio as of September 30, 2017 in terms of GAV) where there
is low competition and that present a significant upside potential. This capillarity allows us to tap into a
larger demand base than our peers, which helps to de-risk our ramp-up phase.
• Target customer profile: We target a diversified range of national and international residential
customers, focusing on the attractive medium and medium/high end segments of the housing market,
and plan to offer units with a selling price of above €2,250 per sqm, units with a selling price of
between €1,750 and €2,250 per sqm and units with a selling price below €1,750 per sqm, that should
represent approximately 24%, 37% and 39% of our total residential land bank portfolio by GDV,
respectively.
• Exposure to land plots under the land-permitting process: Approximately 29% of our land bank
portfolio (based on total GAV as of September 30, 2017) is composed of land plots in selected strategic
locations concentrated mainly in Madrid, Barcelona, Valencia and Malaga that are under different
stages of the land-permitting process and have not reached fully permitted status (78% of total GAV
under land-permitting process as of September 30, 2017 is concentrated in these four locations). Of this
29%, 11% is organized urban land (ordenado) and 13% is developable land (clasificado) over which
we have a good deal of visibility of conversion to fully permitted status. We expect that approximately
83% of our land bank portfolio will be fully permitted within 12 to 18 months from the date of this
Prospectus and that approximately 93% of our land bank portfolio will be fully permitted within three
to four years from the date of this Prospectus. We believe that given our large fully permitted land bank
this is a good fit within our portfolio as it allows us to efficiently feed our production plan, capture
significant additional value through the land transformation process and increase our profitability and
While we primarily focus on residential development, our land bank is also composed of 34 high quality liquid
commercial land plots (mainly for office use) representing 27% of our total GAV as of September 30, 2017 or
€0.7 billion. This high quality commercial land provides us with additional diversification in an attractive
market segment. It is mainly comprised of fully permitted land plots (84% of commercial GAV as of September
30, 2017) located in attractive locations within Madrid (i.e. Las Tablas), where we have nine plots representing
52% of commercial GAV and Barcelona (i.e. district 22@), where we have eight plots representing 35% of
commercial GAV (both as September 30, 2017).
Our sizeable land bank provides us with the flexibility to adapt to the cycle via a differentiated strategy as,
depending on market conditions, we may engage in opportunistic sales of land for residential and commercial
use at attractive margins. Our business strategy contemplates potential selective sales from our land bank
portfolio worth up to approximately €500 million in aggregate, based on GAV as of September 30, 2017, made
over the next three to five years. This amount does not take into account potential land price appreciation, value
creation from urbanization capex or in some cases the value creation from transformation into fully permitted
land. We would expect these sales to relate to both residential and commercial land, and we would enter into
transactions on an opportunistic basis in order to generate additional profits as well as liquidity for our business
and/or shareholder returns and distributions.
Corporate history
Metrovacesa Suelo y Promoción, S.A was incorporated for an open-ended period as a result of the partial split
of MVCSA on February 18, 2016. On January 11, 2016 the General Shareholders’ Meeting of MVCSA
approved the partial split, without the winding up, of MVCSA, consisting of the spin-off of the assets and
liabilities pertaining to its land and property development business and constituting an independent economic
unit, in favor of a new company “Metrovacesa Suelo y Promoción, S.A.” owned by the shareholders of MVCSA
in the same proportion they held at the time the split was completed. As a result of that split, Metrovacesa Suelo
y Promoción, S.A. and its subsidiaries formed a group that acquired through universal succession the assets and
liabilities pertaining to the land and development business of MVCSA. As a result of this capital restructuring,
MVCSA contributed to us assets amounting to €1,149.6 million and liabilities amounting to €109.8 million. We
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thus acquired the obligations of MVCSA which formed part of the assets and liabilities split and continue to be
party to all the relations, rights and obligations that might pertain to MVCSA.
We had ownership of the assets and liabilities coming from the split, and we were automatically authorized
without interruption to carry out all types of actions, relating to disposals, control, encumbrances and
otherwise, in respect of such assets and liabilities. The delivery of the split assets and liabilities split was
formalized on February 18, 2016 through the deed registering the capital increase with the monetary
contributions of the three majority shareholders. However, as this transaction was defined as one under
common control with the contribution of a line of activity qualifying as a business, all transactions were
recognized as from January 1, 2016, which is therefore the date taken into account for accounting purposes. In
this case, the values recognized in the Financial Statements are the predecessor values at which the assets and
liabilities were carried in the financial statements of the contributing party.
The main assets and liabilities set out in such deeds were as follows:
As of
ASSETS
February 18, 2016
Investments in group companies and associates .................................... 122,868
Inventories ........................................................................................................... 775,819
Receivables with group companies and associates ............................... 148,143
Other current financial assets ........................................................................ 102,805
Total assets......................................................................................................... 1,149,635
LIABILITIES
Payables with group companies and associates ...................................... 43,699
Other liabilities ................................................................................................. 66,081
Total liabilities.................................................................................................. 109,780
Net assets and liabilities ............................................................................... 1,039,855
Significant transactions
Non-monetary capital increase
On June 30, 2017 our General Shareholders’ Meeting approved a non-monetary capital increase through the
contribution of real estate assets by our majority shareholders. On July 6, 10 and 11, 2017 the majority
shareholders (Banco Bilbao Vizcaya Argentaria Group, Banco Popular Group and Banco Santander Group)
subscribed a total of 2,928,896,379 shares through a contribution of property with a market value of €1,107.8
million. The deed for the final execution of the agreement was formalized on September 15, 2017, and the status
of certain assets associated with the suspensive clauses was updated, thereby modifying the transaction amount.
The final share issue connected with the non-monetary capital increase amounted to 2,901,243,704 shares
through a contribution of properties (land and leased property) amounting to €1,097.3 million. By nature, the
assets contributed were land plots amounting to €941.2 million, buildings under construction amounting to
€115.1 million and leased assets amounting to €41.0 million.
Monetary capital increase
In addition, during the same Genereal Shareholders Meeting the shareholders approved a monetary capital
increase of €0.8 million; 224,059 shares were subscribed in the increase, amounting to a total of €84 thousand
(€36 thousand in capital and €48 thousand in respect of the share premium), which had not yet been subscribed
and paid for as of September 30, 2017 because the capital increase was formally executed on October 27, 2017.
See “Description of Share Capital” for more details.
The scope of consolidation as of September 30, 2017 and December 31, 2016 is detailed in Appendix I to the
Interim Financial Statements.
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Non-monetary capital increase
In November 2017, the Board of Directors approved the Transaction that, as explained in “Description of Share
Capital”, was comprised by two successive capital increases, as detailed below:
• An initial capital increase through in-kind contribution consisting of shares contributed by the
Company’s majority shareholders (the Santander entities and the BBVA entities), owning 99.926% of
the Metrovacesa Arrendamiento’s share capital. The shares were subscribed in December 2017 and the
overall amount of the capital increase totaled €316.7 million (par value €135.7 million, share premium
€181.0 million).
• A second capital increase through in-kind contribution consisting of shares making up the share capital
of Metrovacesa Arrendamiento, aimed exclusively at Metrovacesa Arrendamiento’s minority
shareholders. The minority shareholders of Metrovacesa Arrendamiento are a heterogeneous group and
their interest in its share capital was less than 0.1%.
This contribution will be classified as an asset contribution as it cannot be individually understood as relating to
a business.
The Transaction has been considered as an acquisition of assets in accordance with IFRS-EU, which are
recognized in the balance sheet of the acquirer at their fair value, considering that Metrovacesa Arrendamiento
does not meet the definition of a business, as described in the Application Guidance of IFRS 3, paragraph B7,
being the contributed assets of a portfolio of land that is not part of an integrated set of activities for which an
active management has not been carried out until its future integration in the activities of the Group.
Basis of Presentation and Factors Affecting the Comparability of Our Results of Operations
Given the limited operating history of the current Metrovacesa S.A. and the increase of our land bank portfolio
over the course of some of the periods under review, our financial condition and results of operations as of and
for the financial periods discussed in this Prospectus are not fully comparable and may not be indicative of our
future business, financial condition or results of operations. These matters should be taken into consideration in
any analysis made of the information relating to our Financial Statements. In addition, given our limited
operating history, investors are cautioned against drawing any inferences from the Financial Statements and/or
other financial data included or incorporated by reference herein. See “Risk Factors—Risks Relating to our
Business—We have limited operating and financial data and incurred losses.”
Our Annual Financial Statements included elsewhere herein have been prepared in accordance with IFRS-EU
and International Financial Reporting Interpretations Committee (IFRIC) adopted by the EU, in accordance
with Regulation (EC) Nº1606/2002 of the European Parliament and Council and successive amendments and
our Interim Financial Statements were prepared in accordance with the requirements of International
Accounting Standard (IAS) 34, “Interim Financial Reporting”, as adopted by the European Union, for the
preparation of complete interim financial statements, and other provisions of the financial reporting framework
applicable in Spain. Our Annual Financial Statements and our Interim Financial Statements were audited by
PricewaterhouseCoopers Auditores, S.L., who issued an unqualified opinion. See “Presentation of Financial
and Other Information.”
The information as of September 30, 2017 was prepared, unless not applicable, using the same accounting
policies as those used at December 31, 2016 and September 30, 2016 (this information was not audited or
reviewed). The information contained in the Interim Financial Statements for 2016 is presented solely for
comparison with the information for the nine-month period ended September 30, 2017.
To improve the presentation of our results of operations, we present, in our consolidated income statement for
the nine-month period ended September 30, 2017 and for the corresponding comparative period, the line item
“Changes in value of investment property” within our consolidated “Profit/(loss) from operations.” Up to the
year ended December 31, 2016, “Changes in value of investment property” was presented outside “Profit/(loss)
from operations.”
In addition, in our consolidated balance sheet as of September 30, 2017 we present “Tax receivables” and “Tax
payables” as part of “Trade and other receivables” and “Trade and other payables,” respectively, while in our
consolidated balance sheets as of December 31, 2016 and 2015 we presented them as separate line items.
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In order to facilitate the comparison of our results of operations and financial position, the financial information
for the years 2016 and 2015 included in this “Operating and Financial Review” section is presented based on
the presentation followed in our Interim Consolidated Financial Statements, which we expect will be our
presentation going forward.
Factors Influencing Our Results of Operation
The following factors have, and are expected to continue to, affect our business, results of operations, financial
condition and prospects.
General market conditions
Our business is dependent upon the overall condition of the Spanish housing market, which is significantly
impacted by macroeconomic and political conditions in Spain. The macroeconomic and political conditions in
Spain are in turn influenced by the macroeconomic and political conditions in Europe and the global economy,
and as such have been cyclical.
The financial crisis had a dramatic effect on the Spanish residential homebuilding sector. From 2008 to 2011,
there was a significant decrease in domestic demand in the Spanish residential property sector due to the
Spanish economy being in recession and the restructuring of the Spanish banking sector, which significantly
affected both availability of financing for new housing developments and access to mortgage financing for home
buyers. According to the Spanish Ministry of Public Works and Transport, the total number of home
transactions in Spain declined from close to 955,186 units per annum in 2006 to 300,568 units per annum in
2013. Similarly, according to the Spanish Ministry of Public Works and Transport, sales of new homes
decreased from a high of approximately 377,156 to 49,487 units over the same period.
While in the near-term aftermath of the financial crisis new housing stock remained high in Spain, following a
period of aggressive investment in the sector prior to the financial crisis, stocks of new housing developments
declined from 2006 to 2016 (source: Ministry of Public Works and Transport and CBRE), leading to a structural
undersupply of new homes in certain areas of Spain.
After years of recession, Spain’s economy began to grow again in 2014 experiencing a real GDP increase of
1.4% (source: IMF) due to better labor market prospects, strengthened confidence, lower economic uncertainty
and falling energy process. In 2015 and 2016 real GDP expanded by 3.2% and 3.3% respectively (source: IMF
and Banco de España). The 2015 and 2016 growth rates make Spain one of the fastest growing advanced
economies in the world and in 2017 the GDP growth amounted to 3.1%. The Bank of Spain predicts real GDP
will continue to grow in the coming years at an elevated rate (2.4% in 2018 and 2.1% in 2019).
The Spanish residential market has in turn recovered and is showing a growing level of activity. The price of
new homes in Spain increased by 4.7% in 2015, 6.5% in 2016 and 8.1% in the nine-month period ended
September 30, 2017. House prices as a share of average annual household income in Spain have decreased from
8.5 times as of the third quarter of 2008 to 7 times as of the third quarter of 2017, suggesting that Spanish
housing has become more affordable.
The Spanish economy continues, however, to face challenges due to uncertainty in relation to the Spanish
government formed in late 2016 and external factors such as geopolitical conflicts (including uncertainty around
the exit of countries from the Eurozone and/or the EU and the illegal independence process taking place in
Catalonia, among others), volatility in commodity prices or a negative market reaction to central bank policies,
all of which may adversely affect the Spanish residential property market as a whole. See “Risk Factors—Since
all of our operations and assets are located in Spain, adverse developments in general political and economic
conditions in Spain, the EU or globally could have a material adverse effect on our business, results of
operations, financial conditions or prospects.”
Availability and cost of financing in Spain
Our ability to sell residential property in Spain depends in part on the availability and cost of mortgage
financing for our customers. In 2016 and during the nine-month period ended September 30, 2017, the majority
of our homes were purchased by customers with the assistance of mortgage financing.
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Since the global financial crisis, access to residential mortgage financing in Spain has been restricted,
particularly at higher loan-to-value ratios. However, according to the Bank of Spain, Spanish banks have
generally decreased their equity requirements in recent quarters, with the average LTV of mortgages having
increased.
According to the Bank of Spain, the current mortgage financing environment is characterized by low interest
rates, with an average rate of the one-year EURIBOR of -0.141% in the eleven months ending in November
2017. According to the Bank of Spain, mortgage payments represented approximately 34% of the Spanish gross
annual household income in the third quarter of 2017, compared to approximately 60% in 2008.
An increase by the European Central Bank of the EURIBOR base rate could negatively impact the Spanish
property market because interest rates charged on mortgages would increase, thereby making it more expensive
for prospective buyers to purchase residential property. This may, in turn, negatively affect our ability to sell
residential property in Spain, as well as our costs of and thus access to capital. In addition, for our financed
developments, we generally transfer to the homebuyer the portion of the financing allocated to the relevant
home. If financing obtained by the Company is not on attractive terms, we may have difficulty in selling homes
with those financing conditions attached.
Our policy is for our LTV not to exceed approximately 25%. Our target is to achieve a LTV between 15 to 20%
in the medium term. See “Important Information—Forward-Looking Statements.” We believe that our well-
capitalized financial structure provides us with a competitive advantage when obtaining financing from the
market.
Our profitability is influenced significantly by the number of residential units we construct and sell (deliver), the
price at which we sell such units and the margin we earn on those units.
Number of Residential Units
The total number of residential units we construct depends on the number of active developments. While these
variables are largely within our control, the number of residential units is also impacted by external factors
outside our control, in particular the availability of planning approvals and government policy and regulation
with respect to housing or homebuilding, such as zoning and environmental regulation. The number of
residential real estate development projects that we can undertake during any particular period is also affected
by our ability to obtain financing for these projects and the capital outlay required for the design, and
construction costs associated with the development (although construction costs, both hard and soft costs, are in
principle fully financed by development loans). Moreover, our results of operations and the sources and amount
of cash from operations may vary significantly from period to period depending on the number of residential
units and other properties or land that we have available for sale or that we sold and delivered in any such
period, as well as variations in prices in the residential real estate market. See “Business—Residential
Development” for more detail.
Our residential development line of business is the core component of our business. As of September 30, 2017,
our residential portfolio had an aggregate GDV of approximately €8.6 billion. As of the date of this Prospectus,
we have 51 developments with 2,263 active units, including 805 units under project design, 539 units under
commercialization, 674 units under construction, 19 units under first occupancy license phase, and 226 units
under delivery phase, which represented €217 million in GAV and €585 million in GDV.
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The following table sets forth the active units of our residential land bank portfolio by autonomous region as of
the date of this Prospectus. Active units include those units that are in the product design stage, in
commercialization or under construction (including those that have received their first occupancy license). For
further detail, see “Business—Residential Development.”
Estimated
Number of Number costs pending
Residential developments ongoing of expected GAV Buildable area to complete GDV
by autonomous region developments units (€MM)(1) (sqm) (€MM)(1) (€MM)(1)
Andalusia/ Costa del Sol 25 1,274 130 172,342 165 346

Madrid 4 285 29 33,305 21 57
Catalonia 7 237 19 30,338 33 61
Navarre 2 87 9 12,315 11 23
Galicia 2 145 10 19,656 23 39
Valencian Community 7 158 11 22,601 17 33
Basque Country 1 47 6 6,503 10 18
Castile and Leon 2 24 1 3,101 3 5
Canary Islands 1 6 1 960 0 1
Total .................................. 51 2,263 217 301,120 282 585
________________
(1) Based on the Valuation Reports.
Below are two charts illustrating our targeted launches in commercialization and targeted deliveries.
(1) 110 units as of December 31, 2017
We have good visibility on our development sales in part due to pre-sales of units. 20% of the sales price of a
pre-sold unit is received in advance from the customer during the construction phase, and the remaining 80% is
received upon delivery of the unit.
The following table shows our accumulated pre-sales data as of September 30, 2017 and December 31, 2017.

2017 2017
Number of Pre-sold Units 244 541

ASP per unit (thousands of euros) 218 250
Pre-sales revenue (millions of
euro) 53 135
Regarding the deliveries expected to take place in 2018 and 2019, we have already presold approximately 329
units of the 520 units expected to be delivered in 2018 and 208 units of the 700 units expected to be delivered in
2019.
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Margins
The margins that we earn on unit sales depend on various factors, including selling price, cost of land and
construction and operating costs. Our two main cost drivers are cost of land and construction costs. Our
expected average cost of land at run-rate is around €50,000 per unit, or 18% to22% of total revenues with
respect to our existing land bank, which includes urbanization capex at 2% to 4% of total revenues. Given the
size of our land bank, we do not expect to make significant acquisitions of land in the medium term, which we
believe will improve our ability to estimate future margins.
We expect our average construction cost at run-rate to be around €128,000 per unit, or 50% to 52% of total
revenues which includes both hard and soft costs. Soft costs include mainly architect fees, licenses and financial
costs associated with construction (all financial costs incurred during construction of the development will be
capitalized and therefore registered in soft costs line, not being registered in Income Statement in the financial
expenses line), and which we expect to amount to around 8% to 9% of the total revenues. A significant portion
of construction costs is contractor costs. We do not expect that our costs related to contractors will increase
significantly in the next few years. We mainly hire medium-sized contractors and, due to an oversupply of
medium-sized contractors in our markets, we believe that we can mitigate cost increases.
Our operating expenditures are a direct cost in each development. Around 4% to 6% of total revenue is
attributable to sales and marketing costs, which consist mostly of sales agents’ commissions, which depend on
sale prices and are fully variable and costs relating to showrooms, brochures and traditional and online
advertising. These costs are accounted for as expenses when incurred. We believe the structure of our operating
expenditure, which consists mostly of variable costs, allows us flexibility and scalability. Our operating
expenditure is not capitalized.
We expect that our margins for 2017 and 2018 will be relatively low, as they relate to developments launched in
2015 and 2016, prior to the implementation of our current strategy. Over the medium to long term, we expect to
generate gross residential development margin of approximately 29%, excluding operating expenditures
(specifically 30% at run-rate in 2021 with gradual increases above 30% in the following years due to continued
HPA), due in part to visibility on our cost of land as a result of our land bank.
Given the differentiated mix of units launched between 2016 and 2017, we are targeting ASP of units to be
delivered in 2018 to 2019 as follows:
• 2018: €200,000 to €210,000 per unit. These lower prices are reflective of the different strategy that we
had in place in 2015 and 2016, when these units were launched and where the focus of the previous
management focused on cash instead of margins.
• 2019: €245,000 to €255,000 per unit. These figures are not representative given the amount of units to
be delivered is still low on a relative basis (700) vis-à-vis our run-rate targets and the mix of units are
mainly focused on touristic areas with a higher ASP.
From 2020 onwards we are targeting initial ASP of units to be delivered of €240,000 per unit (to be
delivered in the fourth quarter of 2019 and first quarter of 2020) and ASP of units to be delivered of
€250,000 per unit in 2021.
Price Appreciation
We estimate that our blended home price appreciation (“HPA”) (measured as the average HPA of all of our
residential developments, each of which has its own HPA due to its location, project, quality, etc.) will be on
average 3.4% per year for the period from 2018 to 2023. See “Important Information—Forward-Looking
Statements.”
Active Land Management – Urbanization capex
According to our internal estimates we expect that our land plots would require urbanization capex of around
€265 million in the next six years, with approximately two-thirds deployed between 2018 and 2020 and the
remainder between 2021 and 2023. Out of this expected urbanization capex, we expect that approximately 28%
would relate to land plots that might be subject to sale (mostly for residential use) and 72% would relate to land
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plots we expect to develop, of which approximately 93% would be for residential development and 7% for
commercial development.
We believe that this urbanization capex is a source of value creation and based on our experience, our internal
estimates assume a multiplier of 1.5 times to 2.0 times (i.e. for every €1.00 we invest, we would expect that the
value of the land would increase to an amount of €1.50 to €2.00).
Commercial development
Our profitability is influenced by the number of commercial developments we construct and sell and the margin
we earn on those units.
Number of Commercial Developments
We intend to launch 180 thousand to 200 thousand sqm of commercial developments over the next four years,
most of which we expect to deliver between 2021 and 2023. We plan to maximize the value of our commercial
portfolio by rigorously analyzing, on a case-by-case basis, the different alternatives we may have, including
opportunistic sales if the margins are attractive and other alternatives are not expected to yield a higher return
(for example, Valdebebas (Madrid) or Viladecans (Barcelona)), turnkey projects with upfront payments from
the buyer to guarantee returns before the project is started (for example, Josefa Valcarcel (Madrid)), and de-
risked development through joint ventures, only when the expected risk-reward is compelling after a thorough
analysis and only when we received upfront of the value of the land. We have a back-ended implementation
picking up in the next three to four years and target to crystallize full value in five to six years.
Margins
Our two main cost drivers, as in residential development, are cost of land and construction. Our target average
cost of land at run-rate is around €1,250 per sqm or 32% to 34% of total revenues with respect to our existing
land bank including urbanization capex (1% to 3% of the total revenues).
Our expected average for construction costs at run-rate is around €1,630 per sqm or 42% to 44% of total
revenues that includes both hard and soft costs. Soft costs include mainly architecture fees, licenses and
financial costs associated with the construction (all financial costs incurred during construction of the
development will be capitalized and therefore registered in soft costs line, not being registered in income
statement in the financial expenses line) and are targeted to cost around 7% to 8% of the total revenues. A
significant portion of construction costs is contractor costs. We do not expect that our costs related to
contractors will increase significantly in the next few years. We mainly hire large or medium-sized building
contractors and, due to an oversupply of large and medium-sized building contractors in our markets, we believe
that we can mitigate cost increases.
Our operating expenditures are a direct cost in each development. Around 3% to 5% of total revenue is
attributable to sales and marketing costs, which consist mostly of sales agents’ commissions, which depend on
sale prices and are fully variable costs. These costs are accounted for as expenses when incurred. We believe the
structure of our operating expenditure, which consists mostly of variable costs, allows us flexibility and
scalability. Our operating expenditure is not capitalized.
The margins that we earn on commercial development depend on various factors such as price, costs of land and
construction, operational expenditures, but also on the strategy that we decide to implement in each of the
developments (turnkey vs. de-risked development through joint ventures). Based on the above we target gross
development margins for our commercial business in the region of 24% (excluding operating expenditures).
Price Appreciation
We estimate that our blended HPA (measured as the average HPA of all of our commercial developments, each
of which has its own HPA due to its location, project, quality, etc.) will be 3.2% per year for the period from
2018 to 2023. See “Important Information—Forward-Looking Statements.”
Overhead costs
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Our overhead costs cannot be linked to a specific development and mainly consist of cost related to personnel
and, to a lesser extent, general expenses, corporate marketing and IT, office, travel, legal general expenses,
business development and rentals. We expect that 2017 overhead costs will be around €17 million which will
gradually increase in the next years up to target average overhead costs which are expected around 3% to 3.5%
of residential and commercial development revenues at run-rate.
Active Land Management – Land Sales
Our business strategy contemplates the potential for selective land sales towards the medium term (three to five
years) for an estimated amount of €500 million (based on GAV as of September 30, 2017 and assuming no land
appreciation nor capex value generation). Our business plan contemplates sales of approximately 600,000
buildable sqm of residential land plots and approximately 330,000 buildable sqm of commercial land plots. We
expect that average selling prices of residential land plots will be approximately €450/sqm as of the date of this
Prospectus, and approximately €650/sqm at run-rate in 2021. We expect that average selling prices of
commercial land plots will be approximately €650/sqm as of the date of this Prospectus, and approximately
€850/sqm at run-rate in 2021. We expect that cash flow generated by land sales will be relatively high given that
the costs that we would incur would primarily be commercial costs of approximately 3% of revenue at run-rate.
Below is a table summarizing our active land management operating targets.
Operating Targets
Residential
Buildable sqm to be sold ............................................... ~600,000 sqm
Target ASP at run-rate .................................................. ~€650/sqm
Target EBIT margins at run-rate.................................... >35%
Commercial
Buildable sqm to be sold by 2022.................................. ~330,000 sqm
Target ASP at run-rate .................................................. ~€850/sqm
Target EBIT margins at run-rate.................................... >20%
Land Price Appreciation
Our analysis of historical public data indicates a correlation between land price appreciation (“LPA”) and HPA.
Assuming stable development margins, we estimate that land prices in the past have increased by more than 2.5
times the rate of HPA. Given that we have acquired our land bank portfolio at what we believe to be attractive
prices, we believe that we are well positioned to benefit from HPA and LPA.
Recent Developments
In November 2017, we changed our name to Metrovacesa, S.A.
In November 2017 the Company entered into an agreement with Axiare Patrimonio SOCIMI, S.A. to sell the
Josefa Valcarcel property (Madrid), currently under construction, for €29.7 million (with an expected margin of
approximately 15%). Delivery of the office building is expected on October 31, 2018. See “Business—
Commercial Developments” for further details on the Josefa Valcarcel property.
In December 2017, we became the parent company of Metrovacesa Arrendamiento through two non-monetary
contributions to us by the shareholders of Metrovacesa Arrendamiento, which were entities belonging to Grupo
Santander (79.4%) and entities belonging to Grupo BBVA (20.5%), as well as minority shareholders with a
combined stake of less than 0.1%. See “Pro Forma Consolidated Financial Information” for further details.
In December 2017, we entered into a €275 million term loan facility with several Spanish and international
financial institutions. See “—Liquidity and Capital Resources.”
In December 2017, we received recoverable VAT from the Spanish tax authorities in connection with the non-
monetary capital increase carried out September 15, 2017. The amount received was used towards the partial
repayment of the Short-Term Facility Agreement in amount of €149.8 million.
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On January 15, 2018, we have withdrawn €65 million of the Facility and it was used, among others, towards the
full repayment, in the amount of €40.1 million of the Short-Term Facility Agreement, hence payment of
arrangement fees of the Facility Agreement.
Description of Key Line Items
Balance Sheet Key Line Items
Property, plant and equipment
Property, plant and equipment are recognized initially at acquisition/contribution or production cost and are
subsequently measured at cost less any accumulated amortization and any accumulated impairment losses. The
costs of expansion, modernization or improvements leading to increased productivity, capacity or efficiency or
to a lengthening of the useful lives of the assets are capitalized as an increase in the cost of corresponding assets.
Maintenance and repair costs that do not lead to a lengthening of the useful lives of the assets are charged to the
income statement for the period in which they are incurred. Interest and other financial charges incurred during
the period of construction of property, plant and equipment are capitalized as an increase in the cost of the
construction in progress.
Investment property
Certain of our assets (land plots) are classified as investment property since they are not intended to be sold or
developed within the following five years. Therefore, investment property consists on the Group’s property that
is held to obtain long-term income or for capital revaluation purposes, or both, and which is not occupied by us.
Investment properties include land that is under construction or will be developed for future use as an
investment property, based on the definition above.
Investment properties are initially valued at cost, including related transaction costs and financing costs, if
applicable. After initial recognition, investment properties are measured at fair value. The fair value of
investment properties reflects, among other things, rental income and other assumptions that market participants
would consider when valuing property under current market conditions. Subsequent expenses are capitalized to
the carrying amount of the asset only when the future economic benefits associated with the expense are likely
to flow to the Group and the cost of the asset can be reliably measured. The cost of repairs and maintenance is
recorded in the income statement when incurred. When part of investment property is replaced, the carrying
amount of the replaced part is derecognized.
If the valuation obtained for a property held in lease is net of all payments expected to be made, any separately
recorded liability in the lease balance is added back to the carrying amount of the property investment for
accounting purposes.
Changes in fair value of investment property are recognized in the income statement. Investment property is
derecognized when sold.
When the Group has a property at fair value in a mutually independent transaction, the book value immediately
before the sale is adjusted to the transaction price, and the adjustment is recorded in the income statement as the
net gain from the adjustment of the fair value of investment property.
If investment property becomes owner-occupied property, it is reclassified as property, plant and equipment. Its
fair value at the date of reclassification becomes the cost for subsequent accounting purposes.
When investment property undergoes a change in use, evidenced by the beginning of the development with a
view to being sold, the property is transferred to inventories. The attributed cost of ownership for subsequent
posting as inventories is its fair value at the date of change of use.
Deferred Tax Assets
Deferred tax assets and liabilities relate to those taxes which are expected to be recoverable or payable
calculated on differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the calculation of tax profits. They are recognized using the liability method
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on the consolidated balance sheet and quantified by applying the tax rate at which they are expected to be
recovered or settled to the temporary difference or credit in question.
Deferred tax assets or liabilities are recognized on temporary differences deriving from investments in
subsidiaries and associates and investments in joint ventures except when the Group is able to control the
reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Inventories
Land plots and other properties held for sale or for integration into a real estate development are considered
inventory. Land plots are valued at their acquisition price, increased by the cost of the urbanization works, if
any, expenses related to the purchase (property transfer tax, registration fees, etc.) and financial expenses
incurred while the urbanization work is being done, or its estimated market value (considered as recoverable
value), whichever is lower.
Costs incurred in real estate developments, or parts thereof are considered ongoing work, the construction of
which has not been completed at the end of the year. These costs include those related to land plots, the land-
permitting process and construction, the capitalization of financial expenses incurred during the construction
period, as well as other direct and indirect costs attributable to them. Commercial expenses are charged to the
consolidated income statement for the period in which they are incurred. For additional information see note 9
of our Interim Financial Statements.
Trade and other receivables
Trade and other receivables include the Group’s (i) loans to affiliates, provisions for impairment of credits and
other financial assets, (ii) financial investments, which include loans to third-party companies and other
financial assets, and (iii) trade and other receivables, which include trade receivables, provisions for impairment
of receivables, receivables from related parties, sundry debtors and other credit with administrative authorities.
Cash and cash equivalents
Cash and cash equivalents includes the Group’s cash on hand. The carrying amount of these assets is similar to
their fair value. As of September 30, 2017, there were availability restrictions amounting to €10.4 million.
Pursuant to Spanish law, funds received from clients during the development of a residential project must be
deposited in a special account that can only be used for the payment of project costs.
Income Statement Key Line Items
Revenue
Our main sources of revenue are sales of residential and commercial developments and land sales. Revenue is
recognized on an accrual basis and calculated at the fair value of the consideration or account receivable for the
value of the assets sold or the services rendered less discounts, VAT, and other taxes related to sales. Our
income related to rents is recorded on an accrual basis, the profits and the initial costs of the lease agreements
being distributed on a straight-line basis. For additional information see note 2.8(g) of our Interim Financial
Statements.
We recognize the sales of our real estate developments and the costs associated with those sales on the date of
the deed of sale (escritura pública) of the relevant real estate development, which usually coincides with the
date of delivery of the property to our customers. We also recognize the sale of plots of land on the date of the
deed of sale of the relevant plot of land.
Cost of sales
Cost of sales consists of costs that are directly attributable to any change in our inventory related to the
acquisition and construction of real estate developments, including land costs, planning and design costs,
materials and costs of contractors. Costs are recognized upon accrual and costs recognized as an increase in the
value of inventory are capitalized. Commercial commissions are expensed. Financial expenses are only
capitalized when they relate directly to financing a project, and then only once construction has commenced.
151
Employee benefits expenses
Employee benefits expenses consist of wages, social welfare charges, social security payable by the Company,
contributions and provisions for pensions and other employee benefit costs.
External services
External services consist of leases and royalties, maintenance, independent professional services, insurance
premiums, advertising and marketing, supplies, other external services and levies. Independent professional
services include mainly the fees incurred during the period by investment property agents and other
intermediaries involved in sales, as well as any additional retailing costs.
Change in trade provisions
Change in trade provisions consist of impairment losses of inventories, provision for contingencies and charges,
provision for bad debts and other provisions.
Changes in value of investment property
Changes in value of investment property reflects the increases or decreases in the fair value of the properties in
which we invest (i.e., plots of land), excluding inventories. The aggregate value of our investment property is
affected by the investments made in new property during a relevant fiscal period, the net gain/loss on the fair
value over such investment property and the reclassification to inventories of such land that will be developed
and subsequently sold.
The following table reflects the changes in our investment property as of December 31, 2016.

Balance as of 1 January 2016 ................................................. 224,540
Transfers to inventories ............................................................ (123,396)
Additions .................................................................................. 101
Net gain/(loss) on fair value ..................................................... 8,355
Balance as of December 31, 2016........................................... 109,600
For additional information see note 4 to the Annual Financial Statements.
The following table reflects the changes in our investment property as of September 30, 2017.

Balance as of 1 January 2017 ................................................. 109,600
Additions due to non-monetary contribution ............................ 197,337
Additions .................................................................................. 249
Net gain/(loss) on fair value ..................................................... (1,461)
Balance as of September 30, 2017.......................................... 305,725
For additional information see note 6 to the Interim Financial Statements.
Financial income/(expense)
Financial income/(expense) consists of interest received on cash and cash equivalents minus interest paid on our
current and non-current liabilities, including borrowings.
Income tax
Income tax is calculated on the taxable base of the year. The taxable base differs from the net profit presented in
our consolidated income statement because it excludes items of income or expense that are taxable or deductible
in different years and items that will never be taxable or deductible. Our current tax liability is calculated using
tax rates that have been approved or substantially approved at the date of our balance sheet.
152
Balance Sheet and Results of Operations
Balance Sheet as of September 30, 2017 Compared to December 31, 2016
As of As of
September 30, 2017 December 31, 2016 Change
(in thousands of euros) (%)
ASSETS
Non-current assets
Property, plant, equipment and intangible assets ............ 282 1 *
Investment property ........................................................ 305,725 109,600 178.9
Investments accounted for using the equity method ....... - 117 -
Receivables ..................................................................... 76,881 63,533 21.0
Deferred tax assets .......................................................... 89,059 39,189 127.3
Total non-current assets .............................................. 471,947 212,440 122.2
Current assets
Inventories ..................................................................... 1,629,760 814,182 100.2
Trade and other receivables ........................................... 186,461 22,608 *
Other current financial assets......................................... 1,343 1,038 29.4
Cash and cash equivalents ............................................. 32,631 32,464 0.5
Total current assets ..................................................... 1,850,195 870,292 112.6
Total assets ................................................................... 2,322,142 1,082,732 115.4
EQUITY
Equity attributable to the Company’s shareholders
Share capital .................................................................. 956,279 492,045 94.3
Share premium............................................................... 1,174,251 541,077 117.0
Retained earnings .......................................................... (64,528) (30,775) 109.7
method ....................................................................... (3,275) (3,172) 3.2
Total equity .................................................................. 2,062,727 999,175 106.4
LIABILITIES
Provisions ...................................................................... 19,221 30,423 (36.8)
Borrowings .................................................................... 4,997 352 *
Trade and other payables ............................................... 3,427 5,429 (36.9)
Deferred tax liabilities ................................................... 5,176 987 *
Total non-current liabilities ........................................ 32,821 37,191 (11.8)
Current liabilities
Provisions ...................................................................... 12,338 12,909 (4.4)
Borrowings .................................................................... 171,687 2 *
Trade and other payables ............................................... 31,422 24,697 27.2
Current tax liabilities ..................................................... 2,389 - -
Deferred income ............................................................ 8,758 8,758 -
Total current liabilities ................................................ 226,594 46,366 *
Total liabilities ............................................................. 259,415 83,557 210.5
Total equity and liabilities........................................... 2,322,142 1,082,732 114.5
______________________
*Change in percentage is greater than 300%.
153
Property, plant, equipment and intangible assets
Property, plant and equipment and intangible assets remained at low levels albeit an increase to €0.3 million, as
of September 30, 2017, from €1 thousand as of December 31, 2016. This increase was primarily due to
investment in equipment and intangible assets.
Investment property
Investment properties increased by €196.1 million, or 178.9%, to €305.7 million, as of September 30, 2017,
from €109.6 million as of December 31, 2016. This increase was primarily due to the registration of some assets
acquired by means of the non-monetary contribution in July 2017.
Deferred tax assets
Deferred tax assets increased by €49.9 million, or 127.3%, to €89.1 million, as of September 30, 2017, from
€39.2 million as of December 31, 2016. This increase was primarily due to capitalization of NOLs and prepaid
taxes related to the 11.6 article application.
Inventories
Inventories increased by €815.6 million to €1,629.8 million, as of September 30, 2017, from €814.2 million as
of December 31, 2016. This increase was primarily due a contribution of assets by certain of our shareholders
by €1,097 million in July 2017 (part of this contribution has been registered in Investment Property), which was
partially offset by additional impairment provisions recorded during 2017.
Assets of the referred contribution were appraised by JLL Valoraciones, S.A. and additionally verified by an
independent expert appointment by the Commercial Registry of Madrid, this is, Valtecnic, S.A.
Trade and other receivables
Trade and other receivables increased by €163.9 million to €186.5 million, as of September 30, 2017, from
€22.6 million as of December 31, 2016. This increase was primarily due to a credit with the Spanish tax
authorities due to VAT accrued as a consequence of the contribution of assets of the shareholders by €157.2
million.
Cash and cash equivalents
Cash and cash equivalents increased by €0.2 million, or 0.5%, to €32.6 million, as of September 30, 2017, from
€32.5 million as of December 31, 2016.
Borrowings (Non-Current Liabilities)
Borrowing increased by €4.6 million, to €5.0 million, as of September 30, 2017, from €0.4 million as of
December 31, 2016. This increase was primarily due to a long-term credit line which we entered into.
Borrowings (Current Liabilities)
Borrowing increased by €171.7 million, to €171.7 million, as of September 30, 2017, from €0 million as of
December 31, 2016. This increase was primarily due to the corporate financing granted by some shareholders
for the payment of VAT of the contribution and in order to cover operating costs under the Short-Term Facility
Agreement. On December 22, 2017, we partially repaid the VAT tranche under the Short-Term Facility in the
amount of €149.8 million.
154
Results of Operations for the Nine-Month Period Ended September 30, 2017 Compared to Nine-Month
Period Ended September 30, 2016
The following discussion and analysis of the results of our operations for the nine-month periods ended
September 30, 2017 and 2016 should be read in conjunction with our Interim Financial Statements including the
notes thereto.
The table below sets out our consolidated results of operations for the nine-month periods ended September 30,
2017 and 2016.
For the nine-month period

ended September 30,
2017 2016 Change
CONSOLIDATED INCOME STATEMENT DATA (in thousands of euros) (%)
Sales.............................................................................. 18,887 11,220 68.3
Cost of Sales ................................................................. (14,621) (8,836) 65.5
Employee benefits expense........................................... (4,425) (2,087) 112.0
External services ........................................................... (3,549) (2,380) 49.1
Changes in trade provisions .......................................... (68,364) (6,509) *
Changes in value of investment property (1,461) 8,895 (116.4)
Other gains and losses .................................................. - 85 -
Operating Results ....................................................... (73,533) 388 *
Financial income............................................................ 38 141 (73.0)
Financial cost ................................................................. (4,164) (22) *
Capitalized finance cost ................................................. 78 - *
Impairment and results on disposal of financial
instruments .................................................................... 196 - *
Results of companies accounted using the equity
method ........................................................................... 236 (212) (211.3)
Financial income/(expense) ........................................ (3,616) (93) *
Profit/(loss) before income tax ................................... (77,149) 295 *
Income tax .................................................................... 43,293 (55) *
Profit/(loss) for the Period.......................................... (33,856) 240 *
______________________
*Change in percentage is greater than 300%.
Revenue
The following table breaks down the composition of our revenue for the nine-month periods ended September
30, 2017 and 2016:
For the nine-month period

ended September 30,
2017 2016 Change
Sales of inventories ....................................................... 15,620 8,264 89.0
Services rendered.......................................................... 3,221 2,925 10.1
Other ............................................................................. 46 31 48.4
Revenue ....................................................................... 18,887 11,220 68.3
Revenue increased by €7.7 million in the nine-month period ended September 30, 2017, or 68.3%, from €11.2
million in the same period of 2016 primarily due to an 89.0% increase in the sales of our inventories, which was
in turn due to an increase in the number of units that were delivered during the period. Services rendered
increased by 10.1% as a result of services provided by our commercial business unit in the refurbishment of
third parties’ assets. “Other” relates mainly to rental income from certain assets.
155
Cost of sales
Cost of sales increased by €5.8 million, or 65.5%, to €(14.6) million in the nine-month period ended September
30, 2017 from €(8.8) million in the same period of 2016. This increase was primarily due to an increase of
65.9% in the cost of sites and land, which increased by €(5.1) million, to €(12.9) million in the nine-month
period ended September 30, 2017 from €(7.8) million in the same period of 2016.
During the nine-month period ended September 30, 2017, we delivered 80 units in six projects compared to 31
units in five projects in 2016.
Employee benefits expense
Employee benefits expenses increased by €2.3 million, or 112.0%, to €(4.4) million in the nine-month period
ended September 30, 2017 from €(2.1) million in the same period in 2016, primarily due to an increase in wages
and salaries and social welfare charges. Wages and salaries increased by €2.1 million, or 124.7%, to €3.7
million in the nine-month period ended September 30, 2017 from €1.7 million in the same period in 2016,
primarily due to an increase in headcount to 84 in the nine-month period ended September 30, 2017 from 46 in
the same period in 2016. For the same reason, social security welfare charges increased by €0.2 million, or
69.4%, to €0.6 million in the nine-month period ended September 30, 2017 from €0.3 million in the same period
in 2016.
External services
External services increased by €1.2 million, or 49.1%, to €(3.5) million in the nine-month period ended
September 30, 2017 from €(2.4) million in the same period of 2016. Independent professional services
comprised the largest proportion of external services, amounting to €2.5 million in the nine-month period ended
September 30, 2017 and €1.8 million the same period of 2016, and relating mainly to fees accrued in relation to
investment property agents and other intermediaries involved in sales. External services include the fees payable
to property agents in connection with units pre-sold and to be delivered in the following years.
Change in trade provisions increased by €61.9 million to €(68.4) million in the nine-month period ended
September 30, 2017 from €(6.5) million in the same period of 2016. This change was primarily due to the
change in the net realizable value of inventories.
Changes in value of investment property had a decrease of €10.4 million to a loss €(1.5) million in the nine-
month period ended September 30, 2017 from a gain of €8.9 million the same period of 2016. This decrease was
primarily due to a decrease in the fair value of investment properties during the period.
Other gains and losses
Other gains and losses remained largely flat in the nine-month period ended September 30, 2017 at nil compared
to €85 thousand in the same period in 2016.
Profit/(loss) from operations
As a result of the foregoing, our profit/(loss) from operations decreased significantly in the nine-month period
ended September 30, 2017 from a profit of €0.4 million in the same period of 2016 to a loss of €(73.5) million.
The following table sets out our consolidated financial income and financial expense for the nine-month periods
ended September 30, 2017 and 2016.
156
For the nine-month period ended
September 30,
2017 2016 Change
Financial income......................................................... 38 141 (73.0)
Financial cost .............................................................. (4,164) (22) *
Capitalized finance cost .............................................. 78 - -
Impairment and gains/(losses) on disposal of
financial instruments ............................................... 196 - -
Results of companies accounted for using the equity
method .................................................................... 236 (212) 211.3
Financial income/(expense) ...................................... (3,616) (93) *
Our financial expense increased by €3.5 million to €(3.6) million in the nine-month period ended September 30,
2017 from €(0.09) million the same period in 2016. This increase was primarily due to a decrease of €103,000
or 73.0%, in financial income to €38,000 in the nine-month period ended September 30, 2017 from €141,000 in
the same period of 2016 as a result of lower income from current accounts. Our financial cost increased to €(4.2)
million in the nine-month period ended September 30, 2017 from €(22.0) thousand in the same period of 2016
due to costs relating to the establishment of our new term loan facility.
Profit/(loss) before income tax
As a result of the foregoing, profit/(loss) before income tax decreased by €77.4 million to (€77.1) million in the
nine-month period ended September 30, 2017 from €0.3 million in the same period of 2016.
Income tax
We recognized tax income of €43.3 million in the nine-month period ended September 30, 2017 compared to
tax expense of €(0.06) million in the same period of 2016. The increase in tax income of €43.3 million in the
nine-month period ended September 30, 2017 was primarily due to an increase of the capitalization of the NOLs
in 2017.
Results of Operations for the year Ended December 31, 2016 Compared to Year Ended December 31, 2015
The following discussion and analysis of the results of our operations for the years ended December 31, 2016
and 2015 should be read in conjunction with our Annual Financial Statements.
The table below sets out our consolidated results of operations for the years ended December 31, 2016 and
2015.
For the year ended December

31,
2016 2015(1) Change
CONSOLIDATED INCOME STATEMENT DATA (in thousands of euros) (%)
Revenue ........................................................................ 21,020 36,038 (41.7)
Cost of sales .................................................................. (16,412) (27,444) (40.2)
Employee benefits expense........................................... (3,366) (2,788) 20.7
External services ........................................................... (3,676) (5,604) (34.4)
Change in trade provisions ........................................... (25,635) (27,701) (7.5)
Changes in value of investment property ..................... 8,355 9,008 (7.2)
Other gains and losses .................................................. 83 (1) 8,400
Profit from operations ................................................ (19,631) (18,492) 6.2
Financial income/(expense) .......................................... (57) 79,449 (100.1)
Profit/(loss) before income tax ................................... (19,688) 60,957 (132.3)
Income tax .................................................................... (846) 3,186 (126.6)
Profit/(loss) for the year ............................................. (20,534) 64,143 (132.0)
________
157
Revenue
The following table breaks down the composition of our revenue for the years ended December 31, 2016 and
2015:
For the year ended December

31,
2016 2015(1) Change
Sales of inventories ....................................................... 12,024 35,755 (66.4)
Services rendered(2)....................................................... 6,040 283 2,034.3
Other ............................................................................. 2,956 - -
Revenue ....................................................................... 21,020 36,038 (41.7)
_____________
(2) Includes services rendered to third parties for office refurbishments and implementations.
Revenue decreased by €15.0 million in 2016, or 41.7%, from €36.0 million in 2015 to €21.0 million in 2016
primarily due to a 66% decrease in the sales of our inventories, which was in turn due to a decrease in the sale of
land plots from €14.8 million in 2015 to €2.6 million in 2016 and additionally due to a decrease in the delivery
of projects from €20.9 million in 2015 to €9.4 million in 2016. The decrease in the sale of our inventories was
partially offset by a significant increase in related services rendered and an increase in Other as a result of
services rendered to assets of Merlin Real Estate Socimi.
Cost of sales
Cost of sales decreased by €11.0 million, or 40.2%, to €(16.4) million in 2016 from €(27.4) million in 2015.
This decrease was mainly due to a decrease in the sales of our inventories, which decreased by €16 million, or
59%, to €11 million in 2016 from €27 million in 2015.
Employee benefits expense
Employee benefits expenses increased by €0.6 million, or 20.7%, to €(3.4) million in 2016 from €(2.8) million
in 2015, primarily due to an increase in wages and salaries and social welfare charges as a result of an increase
in employee headcount.
External services
External services decreased by €1.9 million, or 34.4%, to €(3.7) million in 2016 from €(5.6) million in 2015.
Independent professional services comprised the largest proportion of external services, amounting to €2.9
million in 2016 and €0 million in 2015, and were mainly composed by fees accrued in relation to investment
property agents and other intermediaries involved in sales. External services include the fees payable to property
agents in connection with units pre-sold and to be delivered in the following years.
Change in trade provisions decreased by €2.1 million, or 7.5%, to €(25.6) million in 2016 from €(27.7) million
in 2015. This change was primarily due to adjustments in the accounting value of our inventories.
Changes in value of investment property remained largely flat at €8.4 million, showing a decrease of €0.7
million, or 7.2%, in 2016 from €9.0 million in 2015. This decrease was primarily due to the fair value
adjustments of our investment property.
158
Other gains and losses
Other gains and losses remained largely flat in 2016, with a gain of €83,000 in 2016 compared to a loss of
€(1,000) in 2015.
Profit/(loss) from operations
As a result of the foregoing, our profit/(loss) from operations remained largely flat at a loss of €(19.6) million in
2016 and a loss of €(18.5) million in 2015.
The following table sets out our consolidated financial income and financial expense for the years ended
December 31, 2016 and 2015.
For the year ended

December 31,
2016 2015(1) Change
Financial income.............................................................. 170 160,570(2) (99.9)
Financial cost ................................................................... (119) (19,169) (99.4)
Capitalized finance cost ................................................... 103 77 33.8
instruments ................................................................... - (61,604) -
Loss of companies accounted for using the equity
method ......................................................................... (211) (425) (50.4)
Financial income/(expense) ........................................... (57) 79,449 (100.1)
_____________
(2) On January 20, 2015, the Company carried out an early cancelation of the Tranche B of a syndicated loan for an aggregated amount of
€651 million. The cancelation was carried out together with a €156 million write-off that was included as Financial Income in the 2015
Income Statement.
Our financial income/(expense) decreased by €79.5 million, or 100.1% from income of €79.5 million in 2015 to
a loss of €(57,000) in 2016. This decrease was primarily due to a decrease of €160.4 million, or 99.9%, in
financial income from €160.6 million in 2015 to €170 thousand in 2016 as a result of the refinancing of our
financial debt. The decrease in financial income was partially offset by a decrease of €19.1 million, or 99.4%, in
financial cost from €(19.2) million to €(119) thousand due to limited financial debt, and an increase of €61.6
million in impairment and gains/(losses) on disposal of financial instruments due to such refinancing.
Profit/(loss) before income tax
As a result of the foregoing, profit/(loss) before income tax decreased by €80.6 million, or 132.3%, from a profit
of €61.0 million in 2015 to a loss of €(19.7) million in 2016.
Income tax
We incurred income tax expense of €(846) thousand in 2016 compared to income tax benefit of €3.2 million in
2015. The increase in income tax expense of €4.0 million, or 126.6%, in 2016 was primarily due to a decrease in
our taxable base of 520.2% from a positive taxable base of €4.7 million in 2015 to a negative taxable base of
€20.1 million in 2016. The decrease of our taxable base was due to taxable differences adjusted in the fiscal
base.
Profit/(loss) for the year
As a result of the foregoing, profit/(loss) for the year decreased €84.7 million, or 132.0%, from €64.1 million in
2015 to a loss of €(20.5) million.
159
Liquidity and Capital Resources
Overview
Our primary sources of liquidity are sales, mortgage loans to finance land developments and credit lines for
ordinary operations. We calculate our cash needs using two basic tools, a 12-month cash flow budget and a 30-
day budget. The 12-month cash flow budget includes monthly details and monthly updates based on the needs
of each of the areas of our business. See “—Qualitative and Quantitative Disclosures about Financial Risk—
Liquidity Risk”). Our cash and cash equivalents as of September 30, 2017 amounted to €32.6 million, although
€10.4 million of this amount was subject to certain restrictions on availability. See Note 11 to the Interim
Financial Statements for further detail.
In the opinion of our management, the working capital available to the Company (total current assets less total
current liabilities), which as of September 30, 2017 amounted to €1.6 billion, is sufficient for the Company’s
present requirements and, in particular, is sufficient for at least the next twelve months from the date of this
Prospectus.
Cash Flows
The following table sets out our consolidated cash flows for each of the periods indicated.
CONSOLIDATED STATEMENT OF CASH FLOW For the nine-month

2017 2016(1) 2016 2015(2)
Cash flow from operating activities
Profit/(loss) for the period before tax ................................ (77,149) 295 (19,688) 60,956
Adjustments to results
Change in allowances and provisions ................................ 68,364 6,509 24,407 27,701
Changes in value of investment property .......................... 1,461 (8,895) (8,355) (9,008)
instruments ................................................................... (196) - - 61,604
Financial income ............................................................... (38) (141) (170) (160,570)
Capitalized finance cost ..................................................... (78) - (103) (77)
Financial cost ..................................................................... 4,164 22 119 19,169
Adjusted profit/(loss) ....................................................... (3,472) (2,210) (3,790) (226)
Changes in working capital:

Inventories .................................................................... (7,113) 600 442 5,062
Trade and other receivables .......................................... (165,646) 7,766 12,617 (55,580)
Trade and other payables .............................................. 4,470 13,080 11,174 7,537
Other non-current liabilities .......................................... 254 231 646 151
Other cash flows from operating activities:
Interest paid .................................................................. (2,430) (22) (119) (19,169)
Interest collected ........................................................... 38 141 170 -
Income tax received (paid) ........................................... - (227) (227) -
Total net cash from operating activities ........................ (173,899) 19,359 20,913 (62,225)

Investments in:
Investment properties ........................................................ (249) (101) (101) (732)
Acquisition of PP&E and intangible assets ....................... (280) - - -
Group’s current account .................................................... - - (440) -
Total net cash from investing activities.......................... (529) (101) (541) (732)
Cash flow from financing activities

Net repayment of bank borrowings ................................... - - (105) -
Issuances with credit institutions ....................................... 174,595 102 - -
Total net cash from financing activities ......................... 174,595 102 (105) -
160
Net increase/(decrease) in cash and cash equivalents ... 167 19,360 20,267 (62,957)
Cash and cash equivalents at the beginning of the period . 32,464 12,197 12,197 75,153
Cash and cash equivalents at the end of the period ........... 32,631 31,556 32,464 12,197

Cash flows from operating activities
In the nine-month period ended September 30, 2017, net cash used in operating activities decreased by €193.3
million to €(173.9) million used from €19.4 million generated in the nine-month period ended September 30,
2016. This decrease was primarily due to payment of VAT relating to the contribution of land plots by our
shareholders in July 2017.
Net cash generated from operating activities increased by €83.1 million, or 133.6%, from (€62.2) million in
2015 to €20.9 million in 2016. This increase was mainly due to a reduction of our finance costs which equaled
€0.1 million in 2016 compared to €19.2 million in 2015, an increase in our trade and other receivables from
(€55.6) million to €12.6 million and a decrease in our interest payments from €19.2 million to €0.1 million.
In the nine-month period ended September 30, 2017, net cash used in investment activities increased by €0.4
million or 423.8% to €0.5 million from €0.1 million in the nine-month period ended September 30, 2016. This
increase was primarily due to investment properties and increases in the Group’s current account.
Net cash used in investing activities decreased by €0.2 million, or 26.1%, from €0.7 million in 2015 to €0.5
million. This decrease was mainly due to a reduction of the cash used in investments in our investment
properties to €0.1 million in 2016 from €0.7 million in 2015 due to lower investments, which has been partially
compensated by an increase in the cash used from related parties’ cash accounts.
Cash flows from financing activities
In the nine-month period ended September 30, 2017, net cash generated from financing activities increased by
€174.5 million to €174.6 million from €0.1 million in the nine-month period ended September 30, 2016. This
increase was primarily due to the drawdown of €159.4 million under a syndicated loan with majority
shareholders to finance VAT paid in connection with the contribution of land plots by certain shareholders in
July 2017. See Note 14 to the Interim Financial Statements.
Net cash used in financing activities increased by €0.1 million, from €0.0 in 2015 to €0.1 million in 2016. This
decrease was due to a €0.1 million net repayment of a loan.
Indebtedness
As of September 30, 2017 and December 31, 2016 and 2015, the total amount of our current and non-current
financial liabilities was (including customer advances) €176.7 million, €5.4 million and €5.3 million,
respectively. The table below shows our total outstanding indebtedness for each of the periods indicated. See
notes 6 and 12 to the Annual Financial Statements and notes 8 and 14 to our Interim Financial Statements for
further details on our indebtedness.
161
As of September 30, As of December 31,
Bank Indebtedness 2017 2016 2015(1)
Current
Bank borrowings................................................. - 2 70
Bank borrowings from related parties ................ 171,687 - 40
Total current ..................................................... 171,687 2 110
Non-current
Bank borrowings................................................. 352 352 389
Bank borrowings from related parties ................ 4,645 - 276
Customer advances ............................................. - 5,001 4,507
Total non-current ............................................. 4,997 5,353 5,172
Total indebtedness ............................................ 176,684 5,355 5,282
______
Maturity of our bank indebtedness
The following table includes maturities of our current liabilities as of 31 October, 2017.
Thousand euros
2018 2019 2020 2021 2022 > 2022 Total
Bank borrowings - - - - - - -
Bank borrowing from related
180,131 6,465 - - - - 186,596
parties
180,131 6,465 - - - - 186,596
Current Bank borrowing from related parties
On July 11, 2017 we entered into a short-term loan facility with lenders including Santander, BBVA and Banco
Popular (the “Short-Term Facility Agreement”). Under this agreement, the lenders made available a euro term
loan facility in an aggregate amount equal to €284,367,390.20, divided into two tranches, (i) VAT tranche for
€159.4 million and (ii) operating tranche (“Tramo Operativo”) for €125 million. Subject to the terms of the
Short-Term Facility Agreement, the funds borrowed under the agreement shall be used for financing general
corporate expenses and working capital purposes of the Group (including without limitation urbanization costs,
capex for developments, overhead expenses, taxes and duties), paying financial costs, fees and interest payable
in relation to the agreement and paying expenses in connection with VAT accrued as a result of the non-
monetary capital contribution.
Interest is paid on quarterly installments, based on EURIBOR 3 months plus a margin. The margin applicable
depends on the tranche and the quarterly period, which will range from 2.00% per annum and 2.75% per annum.
On December 22, 2017, we partially repaid the VAT tranche under the Short-Term Facility in the amount of
€149.8 million.
As of December 31, 2017, we had outstanding balances of €30.5 million for the operating tranche and €9.6
million for the VAT tranche. However, on January 15, 2018, the Company completely repaid the Short-Term
Facility in the amount of €9.6 million corresponding to the VAT tranche and 30.5 million, corresponding to
operating tranche.
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Non-Current Bank borrowing from related parties
On June 16, 2017 we entered into a long-term credit facility with Santander for an amount of €4.6 million. The
purpose of the financing was financing general corporate, working capital and purchase of lands. The maturity is
December 16, 2019.
Term loan facility
On December 1, 2017, we entered into a term loan facility agreement with a group of lenders including BBVA
and Santander (the “Facility Agreement”). Under this agreement the lending financial entities made available a
euro term loan facility in an aggregate amount equal to €275 million. Subject to the terms of the Facility
Agreement, the funds borrowed under the agreement shall be used for:
a) refinancing any amounts outstanding and cancel any available commitments under the “Tramo
Operativo” of the Short-Term Facility Agreement;
b) financing general corporate and working capital purposes of the Group (including without limitation
urbanization costs, capex for developments, overhead expenses, taxes and duties);
c) paying financial costs, fees and interest payable in relation to the Facility Agreement; and
d) financing the payment of certain costs and expenses payable in connection with the Offering (up to €5
million).
In addition, the Facility Agreement contains financial covenants that require us to maintain (a) a LTV ratio
below 25%; (b) an unencumbered ratio (adjusted committed loan amount to unencumbered assets) below 22%;
and (c) a NAV (for the Group) of no less than (i) €2 billion until the third anniversary from date of the Facility
Agreement; and (ii) €1.65 billion thereafter.
Interest is paid on quarterly instalments, based on EURIBOR 3 months plus a margin of 3.20% per annum.
Additionally there is a commitment fee, payable on quarterly installments, based on EURIBOR 3 months plus a
1.12% margin.
Under the terms of the Facility Agreement, we are subject to certain restriction on payments and distributions.
Specifically, we shall not (i) declare, pay or make any dividend or other payment, charge, fee or other
distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on
or in respect of its share capital (or any class of its share capital); (ii) repay or distribute any dividend or share
premium reserve; or (iii) reduce, return, repurchase, defease, retire, repay, cancel or redeem any of its share
capital or resolve to do so. Nevertheless, we will be able to carry out such payments and distributions from
January 1, 2019 onwards if there is no default under the Facility Agreement—or no default arises as a result of
such payment or distribution— and we have or will have sufficient cash available to pay all financial expenses
(including, interest, fees, costs, ordinary installments or any other amounts which can be at that time estimated
to be payable) in relation to the Facility Agreement, forward looking for the next six months following the
relevant payment or distribution.
We are required to repay the Facility Agreement as follows (i) in repayment installments for an amount equal to
5% of the total amount of the Facility Agreement, payable in quarterly installments starting on March 31, 2020
until (and including) December 31, 2021; and (ii) all outstanding amounts of the Facility Agreement in full on
the fifth anniversary from the date of the Facility Agreement.
Repayment Installment Payment Date Repayment Installment

31 March 2020 €13,750,000
30 June 2020 €13,750,000
30 September 2020 €13,750,000
31 December 2020 €13,750,000
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31 March 2021 €13,750,000
30 June 2021 €13,750,000
30 September 2021 €13,750,000
31 December 2021 €13,750,000
On the Termination Date Repayment in full of all outstanding amounts

under the Facility Agreement
Additionally, if a disposal of an asset without occupancy license occurs, we shall apply towards prepayment of
the Facility Agreement an amount equal to 25% of the higher of the following: (i) the net disposal proceeds
from such disposal; or (ii) the initial valuation of the disposal subject to a maximum amount of 75% of the net
disposal proceeds from the relevant disposal. Any amounts required to be prepaid shall be applied towards
prepayment and cancellation of the loans and towards reduction of the repayment installments in order of
maturity.
Finally, the maturity date of the Facility Agreement will be five years from the date of the Facility Agreement,
that is, December 1, 2022. However, under the terms of the Facility Agreement, and subject to certain
requirements, the Company may voluntarily prepay the whole or any part of any loan (but if in part, the
prepayment must reduce the amount of such loan by a minimum of €5 million and multiples of €1 million).
Inventories
Our inventories consist principally of plots of land, construction work in progress, finished properties under
commercialization and advances to suppliers. We individually analyze the classification of our real estate assets
and recognize those assets that will be developed or sold in the ordinary course of business as inventories, and
those assets held to obtain rental income by third parties, finished buildings to be demolished or land for
currently undetermined future use as investment property. The following table sets out inventory balances as of
September 30, 2017 and as of December 31, 2016 and 2015.

2017 2016 2015(1)
Land(2) ............................................................................. 1,762,490 964,823 873,076
Construction work in progress ........................................ 195,012 73,994 39,417
20,873
Finished assets(3) ............................................................. 21,082 24,127
Advanced payment to suppliers(4) ................................... 2,632 10,835 10,341
Other ............................................................................... 79 13 -
Impairment losses(5) ........................................................ (351,535) (256,356) (242,467)
Total ............................................................................... 1,629,760 814,182 704,494
______
(2) Primarily includes plots of land destined for residential use as primary or secondary residences together with assets associated with
such developments, including parking spaces and commercial premises.
(3) Includes assets finished on sale, among others parking, retail units and some residential units.
(4) Includes firm prepayments granted to suppliers.
(5) Includes impairment losses on construction work in progress and impairment losses on finished structures.
As of September 30, 2017, our total inventory balance amounted to €1,629.8 million, an increase of 100.2% and
131.3% when compared to our total inventory balance as of December 31, 2016 (€814.2 million) and December
31, 2015 (€704.5 million), respectively. The increase of our total inventory balance was primarily due to an
increase in finished structures and plots of land as a result of a contribution of assets (non-monetary
contributions) by certain shareholders of the Company in July 2017, for an amount of €1,097 million (part of the
contribution has been registered under Investment Properties).
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Impairment losses increased by €95.2 million, or 37.1%, to €(351.5) million in the nine-month period ended
September 30, 2017 from €(256.4) million as of December 31, 2016 primarily due to the change of our
appraisers which resulted in a change in valuation and a review of the book value of our assets. As of September
30, 2017 all our assets have been valued by two independent appraisers.
As described above, on November 24, 2017, our shareholders approved a non-monetary increase of capital,
whereby we received shares of Metrovacesa Arrendamiento. This company had no assets recognized as
inventory in its balance sheet; nevertheless in the Pro Forma Consolidated Financial Information, we recognized
a reclassification of €255 million from investment properties to inventories. The aggregate value of the
inventories of Metrovacesa and Metrovacesa Arrendamiento included in the Pro Forma Consolidated Financial
Information is €1,885 million. See “Pro Forma Consolidated Financial Information”.
Investment Property
Our investment property is currently comprised of land for development for subsequent lease by third parties,
rental assets acquired within the context of the non-monetary capital increase carried out in 2017, and assets that
we do not expect to launch to the market within the next five years. We analyze individually the classification of
our real estate assets and recognize those assets that will be developed or sold in the ordinary course of business
as inventories, and those assets held to obtain rental income by third parties, finished buildings to be demolished
or land for currently undetermined future use as investment property. The following table sets out our
investment property balances as of September 30, 2017 and 2016, and as of December 31, 2016 and 2015.

2017 2016 2015(1)
Investment property ........................................................ 305,725 109,600 224,540
Of our total investment properties, 37% relates to the same real estate asset consisting of land in Madrid, with a
carrying amount of €114.2 million as of September 30, 2017 compared to €109.6 million for the year ended
December 31, 2016. In accordance with the independent expert valuations and according to IFRS-EU, we have
adjusted the value of these assets to fair value as of September 30, 2017.
As described above, on November 24, 2017, our shareholders approved a non-monetary increase of capital,
whereby we received shares of Metrovacesa Arrendamiento. This company recognized all of its real estate
assets as investment properties in its balance sheet with a fair value of €324 million; nevertheless in the Pro
Forma Consolidated Financial Information, we recognized a reclassification of €255 million from investment
properties to inventories. The aggregate value of the investment properties of the company and those included in
the Pro Forma Consolidated Financial Information is €374 million. See “Pro Forma Consolidated Financial
Information”.
Off-Balance Sheet Arrangements
As of September 30, 2017, the balance of guarantee commitments to third parties and other contingent liabilities
amounted to €17.7 million, of which €9.7 million related to customer prepayments and €8.0 million related to
outstanding obligations on land and property developments (including guarantees granted to related companies).
For additional information on the Group’s off-balance sheet arrangements, see note 16 to the Annual Financial
Statements and note 18 to the Interim Financial Statements
The amount incurred by us in the first nine months of 2017 in respect of leases and common expenses for
buildings and other facilities connected with activities totals €218 thousand (€117 thousand in 2016).
Lease arrangements relate to the office premises rented by the Group’s branch offices (see “Business —
Property, Plant and Equipment” section).
Total minimum future rental payments for irrevocable operating leases are as follows:
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Thousand euro
2017 2016
Less than one year 356 142
Between one and five years 306 -
More than 5 years - -
662 142
Contractual Obligations
The following table sets forth the determinable or fixed maturity of our non-derivative financial liabilities and
derivative financial liabilities as of September 30, 2017. The amounts shown in the table are undiscounted
contractual cash flows. See note 8 to the Interim Financial Statements for further details on our contractual
obligations.
As of September 30, 2017

After
2018 2019 2020 2021 2022 Total
Debts
Debts with financial
institutions .................... - - 353 353
Other financial
liabilities ....................... - - - - -
Debts from related
parties
Borrowings from
related parties................ 171,687 4,645 - - - 176,332
Other financial
liabilities with related
parties ........................... (59) - - - 151 92
Trade and other
payables ....................... - - - - -
Suppliers ....................... 16,783 - - - 3,276 20,059
Staff .............................. 730 - - - 730
Customer advances ....... - - - - -
Total ............................. 189,141 4,645 - 3,780 197,566
Tax
Corporate tax rate is 25% in Spain and based on the current geography split of our land bank portfolio, our
blended corporate tax rate is 25%.
As of September 30, 2017, the amount of deferred tax assets from net operating losses (“NOLs”) and prepaid
taxes is €89.1 million. The use of deferred tax assets with respect to NOLs is limited to 25% of the taxable base
in Spain if the taxpayer’s turnover in the previous twelve months was over €60 million and to 50% if the
taxpayer’s turnover in the previous twelve months was between €20 million and €60 million. Therefore, we
expect to use our deferred tax assets in the coming years.
In addition, due to the contributions of assets in the form of shares and properties received by the Company in
the past from shareholders who qualify as related parties, and pursuant to the current interpretation of the
Spanish tax authorities, the Company would have to include the following in the taxable base of its corporate
income tax:
(i) During 2017 to 2020, the impairment losses deductible for tax purposes by those former shareholders
of Metrovacesa Arrendamiento, to the extent that the Company and these shareholders are related
parties at the end of each of these tax years. As a consequence, the Company estimates that the tax
impact of this rule would be approximately EUR 16.5 million (on the basis that BBVA ceases to be
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related party with the Company in 2018). However, the relevant shareholders (BBVA, Santander and
specific entities within their groups) have committed to indemnify the Company for such tax liabilities
generated as a consequence of the application of article 11.6 and the 16th transitory provision of the
Spanish Corporate Income Tax Law, up to the amounts detailed below. To that end, BBVA and
Santander have accepted to compensate the Company in the form of a contribution to the Company’s
equity (without a share capital increase) for an amount equal to the impairment losses reverted each
year (2017 to 2020) multiplied by the statutory corporate income tax rate applicable in the specific tax
year. As a result, BBVA and Santander will make contributions (of one or several years in advance) to
the equity of the Company (without a share capital increase) of up to the amount of, respectively, EUR
1,505,000 (on the basis that BBVA ceases to be related party with the Company in 2018) and EUR
15,089,122.65 (on the basis that BS remains a related party with the Company until 31 December
2020). The reversion of impairments losses applicable to the Company (and the obligation for BBVA
and Santander, as the case may be, to indemnify it) will not apply if BBVA and Santander (and the
specific entities within their groups) cease to be related parties with the Company.
(ii) Those impairment losses connected to the real estate properties received from those shareholders who
are related parties at the end of each tax year, provided there is an actual increase in value of these
properties in comparison to their tax basis. Therefore, the reversion of these impairments (and their
corporate income tax impact) would have a temporary and financial nature, as the tax liability paid by
the Company would be recovered upon the sale of the specific property.
We have aggregate NOLs amounting to €213 million recognized and €29 million not recognized (fiscal group
Metrovacesa and fiscal group of Metrovacesa Arrendamiento). Our use of NOLs is limited to 25% of our
taxable base. However, under Spanish law there is no time limitation for the use of these credits. Our taxable
base may be modified by the application of Article 11.6 of Ley 27/2014, de 27 de noviembre, del impuesto sobre
Sociedades. The application of this adjustment could affect the time allocation of the value deterioration
reversals of assets and could impact negatively the bottom-line during the ramp-up phase as our land bank
increases in value.
Qualitative and Quantitative Disclosures about Financial Risks
The most significant financial risks to which we are exposed are liquidity risk and market risk (including foreign
exchange rate risk, interest rate risk and credit risk). Our overall risk management program focuses on the
uncertainty of financial markets and attempts to minimize the potential adverse effects on our financial
condition and results of operations. Our Board of Directors or, in some cases, our audit committee provides
policies for overall risk management and written policies covering the risks described above. It also reviews our
capital structure (i.e., debt, cash and liquid assets and equity, which includes capital reserves and retained
earnings) as well as our overall GAV.
Liquidity Risk
Liquidity risk is the risk that we may not be able to meet payments to which we are already committed and/or
commitments arising from new investments. The main liquidity variables that we are subject to are limitations in
financial markets, increases in the projected investments and reduction of the generation cash flows.
We calculate our cash needs using two basic tools, a 12-month cash flow budget and a 30-day budget. The 12-
month cash flow budget includes monthly details and monthly updates based on the needs of each of the areas of
our business. The 30-day cash flow budget includes daily details and daily updates drawn from the payment
commitments into the Financial Reporting System. Both of these tools help us identify our cash flow needs,
which are then addressed by contracting committed credit facilities in an amount sufficient to support the
financial needs of a given period. As of September 30, 2017, our undrawn credit facilities and loans amounted to
€114.5 million and our available cash position was €22.2 million.
On December 1, 2017, we entered into the Facility Agreement, under which the lending financial entities made
available a euro term loan facility in an aggregate amount equal to €275 million. For more details see
“Operating and Financial Review—Liquidity and Capital Resources—Indebtedness.”
In December 2017, we received repayment on recoverable VAT from Inland Revenue and it was used towards
the partial repayment, in the amount of €149.8 million, of the VAT tranche under the Short-Term Facility
Agreement.
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Market Risk
Interest rate risk
Interest rate risk is the risk of impacts that any rise in interest rates may have on finance costs in the income
statement. Interest rate fluctuations affect the fair value of assets and liabilities that bear a fixed interest rated as
well as the future cash flows of assets and liabilities referenced to a variable interest rate. We currently do not
have derivatives and as such we consider our interest rate risk to not be significant. In the nine-month period
ended September 30, 2017, if the interest rate applicable to our variable interest rate loans had increased or
decreased by 1%, and if all other variables remained constant, profit before taxes for the nine-month period
ended September 30, 2017 would have totaled €0.3 million less and €0.3 million more, respectively.
Credit risk
Credit risk is the risk of impacts that defaults on receivables may have on our income statement. We do not have
a significant credit risk exposure to third parties arising from our own property activities since we collect
substantially all of our sales revenue when the sales are executed in a public deed. The credit risk arising from
deferred payments on land or building sales is offset through the securing of collateral and the setting of
conditions subsequent in the event of non-payment. Such conditions would give rise to recovery of ownership of
the asset and collection of compensation. In addition, 83% of our trade receivables balances and 99% of our
other accounts receivable balances arise from transactions with national public entities, we face limited credit
risk exposure to third parties.
Exchange rate risk
Exchange rate risk is the risk of impacts that changes in the exchange rate may have on our income statement.
As of September 30, 2017, we had no exposure to exchange rate risk.
Critical Accounting Policies
Except as otherwise indicated, our financial information included in this Prospectus has been prepared and
presented in accordance with IFRS-EU. See “Presentation of Financial and Other Information” and the notes to
our Financial Statements contained in this Prospectus.
The preparation of consolidated financial statements under IFRS-EU requires the application of assumptions and
estimates that have an impact on the recognized amount of assets, liabilities, income, expenses and the related
disclosures. The estimates and assumptions made are based, among other things, on past experience and other
events considered to be reasonable in accordance with the events and circumstances taken into consideration at
the balance sheet date, the result of which is the basis of judgment for the carrying amount of assets and
liabilities that cannot be immediately calculated in another way. Actual results may differ from the estimates.
The understanding of the accounting policies for these items is important for the understanding of the
consolidated financial statements. Further information is provided below with respect to the estimates and
assumptions used for these items in accordance with IFRS-EU, and must be taken into account together with the
notes to Financial Statements.
Some of these accounting policies require the application of significant judgments by our management to select
the adequate assumptions to calculate these estimates. We base these assumptions and estimates on our past
experience, advice received from expert consultants, projections and other circumstances and expectations at the
end of the year. Management’s evaluation and agreement is taken into consideration with respect to the overall
economic situation of the industry in which we operate, taking into account the future development of our
business. By nature, these judgments are subject to an inherent degree of uncertainty and, therefore, actual
results may materially differ from the estimates and assumptions used. In such cases, the values of assets and
liabilities will be adjusted.
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Although these estimates were based on the best information available at the end of each period, future events
may require these estimates to be modified (increased or decreased) in subsequent years, which would be done
in accordance with the provisions of IAS 8 on a prospective basis, recognizing the effects of the change in the
estimate in the corresponding consolidated income statement.
The estimates and judgments that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below. See note 2.3 to our Annual
Financial Statements and note 2.2 to our Interim Financial Statements for additional information.
Determination of Provisions
We recognize provisions when it is probable that a present obligation, resulting from past events, will require
the application of resources and when the amount of the obligation may be reliably estimated. We estimate
amounts to be paid in the future with respect to financial assets, impairment of investment property and
inventories, trade and accounts receivable and risks and expenses. These estimates are subject to interpretations
of current and future events and circumstances, and the relevant estimates of the financial effects of such events
and circumstances.
Estimation of Fair Values
The market value of our inventories as of the date of this Prospectus was obtained from the Valuation Reports
and in accordance with the criteria established by RICS. In relation to assets and liabilities measured at fair
value, the Group has followed the hierarchy defined in IFRS 13 for classification according to the input data
used in the valuation of the assets and their observability in the market.
• Level 1: Prices quoted (unadjusted) in active markets for assets or liabilities identical to those that the entity
can access at the valuation date.
• Level 2: Distinct data on quoted prices included in Tier 1 that are observable for assets or liabilities, directly
or indirectly, through valuation techniques that employ observable market data.
• Level 3: Input data not observable in the market for the asset or liability.
Under the new IFRS 13, the hierarchical level to which an asset or liability as a whole is classified (Level 1,
Level 2 or Level 3) is determined by the relevant input data used in the lowest valuation within the fair value
hierarchy. If the input data used to measure the fair value of an asset or liability can be classified into different
levels, the measurement of fair value is classified in its entirety at the same level of the fair value hierarchy as
the data entry level that is significant for the measurement of the value.
Calculation of Fair Value, Value in Use and Current Value
The calculation of fair value, value in use and current value implies the calculation of future cash flows and the
assumption of hypotheses regarding the future values of the flows, as well as the discount rates applicable to
them. The estimates and assumptions made are based on historical experience and on various other factors that
are understood to be reasonable in accordance with the circumstances.
Classification of real estate assets
The Group individually analyzes the classification of its real estate assets and regards those assets that will be
developed or sold in the ordinary course of business as inventories, and those assets held to obtain rental income
or land for currently undetermined future use as investment property. The Group manages its asset portfolio in
accordance with the five-year business plans approved by the Board of Directors.
Recoverability of deferred tax assets
The recovery of deferred tax assets is assessed at the time they are generated and subsequently at each balance
sheet date, in accordance with the development of the Group’s profits projected in its business plan.
Specifically, in assessing the recoverability of deferred tax assets, the synergies deriving from the tax
169
consolidation have been taken into account together with estimated future tax profits based on the group’s
business plan.
Alternative Performance Measures (APMs)
We use certain APMs to provide additional information that facilitates the comparability of our financial
information. The most significant APMs that we use are as follows:
Gross Development Margin
We calculate Gross Development Margin by subtracting change in inventory to sales (without considering
impairment of inventories). We consider Gross Development Margin to be a performance measure because it
provides information on the Group’s profitability.
The following table sets out our Gross Development Margin from operations for each of the periods set forth
below:
For the nine-month period For the year ended December

ended September 30, 31,
2017 2016 2016 2015(1)
(unaudited)
Sale of inventories ............................................ 15,620 8,264 12,024 35,755
Change in inventory.......................................... (12,911) (7,783) (11,095) (27,182)
Gross Development Margin ........................... 2,709 481 929 8,573
(1) Unaudited financial information related to the real estate development business of MVCSA as of and for the year
ended December 31, 2015 presented for comparative purposes only. See note 1 and note 2.4 to our Annual
Financial Statements for additional information.
Net Development Margin
Net Development Margin is equal to Gross Development Margin minus commercial and marketing costs. We
consider Net Development Margin to be a business performance measurement because it provides information
regarding the net margin obtained on developments that generated income during the period. Net Development
Margin does not include the yields arising as a result of the sale of land.
The following table sets out our Net Development Margin for each of the periods set forth below:
For the nine-month period ended For the year ended

2017 2016 2016 2015(1)
(unaudited)
Gross Development Margin….................... 2,709 481 929 8,573
Sales fees and marketing costs …............. (562) (484) (723) (709)
Net Development Margin 2,147 (3) 206 7,864
information.
EBITDA
EBITDA equals Net Development Margin (Gross Development Margin minus commercial and marketing costs
registered in external services expenses) minus employee benefit expenses, external services expenses
(deducting commercial and marketing costs) and others. We consider EBITDA to be a measure of operating
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profitability and an indicator that is widely used by investors when valuing companies, and by rating agencies
and creditors to measure the level of financial indebtedness, comparing EBITDA with net financial debt.
The following table sets out our calculation of EBITDA for each of the periods set forth below:
For the nine-month period ended For the year ended

2017 2016 2016 2015(1)
(unaudited)
Gross Development Margin ….................... 2,709 481 929 8,573
Sales fees and marketing costs …............. (562) (484) (723) (709)
Net Development Margin 2,147 (3) 206 7,864
Net margin services rendered

and other incomes ………………………. 1,557 1,903 3,679 21
Employee benefits expenses…………….. (4,425) (2,087) (3,366) (2,788)
External Services………………………. (2,987) (1,896) (2,953) (4,895)
(2)
Others ………………………………… - 85 83 (1)
EBITDA (3,708) (1,998) (2,351) 201
information.
(2) Includes other minor non-recurring gain or losses.
Net financial debt
We calculate net financial debt by adding bank borrowings (current and non-current interest bearing financial
liabilities), deferred payment for the purchase of land and subtracting other financial assets and available cash.
We consider net financial debt to be a liquidity measure because it is a financial indicator that measures our net
debt position. It is also an indicator that is widely used by investors when valuing the net financial leverage of
companies, and by rating agencies and creditors to assess the creditworthiness of the Group.
The following table sets out our calculation of our net financial debt as of each the periods set forth below:
At September 30, At December 31,

2017 2016 2015(1)
(unaudited)
Bank borrowings............................... 176,684 354 459
Available cash .................................. (22,217) (27,815) (12,197)
Other financial assets ........................ (1,343) (1,038) (1,030)
Net financial debt ............................ 153,124 (28,499) (12,768)
VAT financing .................................. (159,367) - -
Net financial debt excluding
VAT financing ................................. (6,243) (28,499) (12,768)
We present net financial debt excluding VAT financing, calculated by subtracting the value of the VAT
financing from bank borrowings, because the relevant tax authorities are obliged to reimburse to us within the
coming months the VAT paid in connection with the contribution of assets to us by certain of our shareholders
in July 2017.
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On December 22, 2017, we made a partial repayment, in the amount of €149,776,597.37, of the VAT tranche
under the Short-Term Facility.
Loan to Value (LTV)
We calculate LTV by dividing Net financial debt by the sum of market value of inventory and the market value
of our investment properties. We consider LTV to be a liquidity measure because it is an indicator that measures
the company’s indebtedness position. It is widely used by investors to assess the financial leverage of real estate
companies, as well as by rating agencies and banks to assess the level of indebtedness.
The following table sets out our calculation of LTV as of each of the periods set forth below:

2017 2016 2015(1)
(unaudited)
Net Financial debt ............................. 153,124 (28,499) (12,768)
Market value of inventory ................ 1,903,178 1,000,021 980,732
Market value of investment
properties .......................................... 305,725 109,600 224,540
LTV .................................................. 6.9% n.m n.m
Adjusted LTV ................................. n.m n.m n.m
We calculate Adjusted LTV by dividing (i) Net Financial debt €153 million minus VAT financing (€159
million) by (ii) the sum of market value of inventory and the market value of our investment properties, because
the relevant tax authorities are obliged to reimburse to us within the coming months the VAT paid in connection
with the Transaction.
Loan to Cost (LTC)
We calculate LTC by dividing Net financial debt by the sum of inventories less advances to suppliers and
investment property. We consider LTC to be a liquidity measure because it is an indicator that measures the
company’s indebtedness position. It is widely used by investors to assess the financial leverage of real estate
companies, as well as by rating agencies and banks to assess the level of indebtedness.
The following table sets out our calculation of LTC as of each of the periods set forth below:

2017 2016 2015(1)
(unaudited)
Net Financial debt .............................. 153,124 (28,499) (12,768)
Inventories ......................................... 1,629,760 814,182 704,494
Prepayments to Suppliers (2,632) (10,835) (10,341)
Investment property ........................... 305,725 109,600 224,540
LTC ................................................... 7.9% n.m n.m
Adjusted LTC .................................. n.m n.m n.m
We calculate Adjusted LTC by dividing (i) Net financial debt (€153 million) minus VAT financing by (ii) the
sum of inventories less advances to suppliers and investment property, because the relevant tax authorities are
obliged to reimburse to us within the coming months the VAT paid in connection with the Transaction.
172
Net Asset Value and Net Net Asset Value
As of the date of this Prospectus, the Company does not use Net Asset Value and Net Net Asset Value as
alternative performance measures.
We have calculate Net Asset Value by adding total equity (as reported in the Pro Forma Consolidated Financial
Information as of September 30, 2017), unrealized gross capital gains, adjusted deferred taxes and net operating
losses not recognized in the balance sheet times the effective tax rate of 25%.
• Gross capital gains are calculated as follows: €2,578 million of GAV as of September 30, 2017 minus
€1,885 million of book value of the inventories of the Pro Forma Consolidated Financial Information,
plus €3 million of advanced payment to suppliers, minus €374 million of investment properties of the
Pro Forma Consolidated Financial Information, minus €45 million of market value of the land plots
owned by subsidiaries companies (Urbanizadora Valdepolo, I, S.A, Urbanizadora Valdepolo, II, S.A,
Urbanizadora Valdepolo, IIII, S.A, and Urbanizadora Valdepolo, IV, S.A,).
• Adjusted deferred taxes are calculated as follows: deferred tax assets including deferred taxes for €9
million minus the pro forma adjustment of (€4) million.
• Net operating losses not recognized in the balance sheet times the effective tax rate of 25% include €7
million of non-operating losses of Metrovacesa Arrendamiento kept out of the balance sheet as of
September 30, 2017.
We calculate Net Net Asset Value by subtracting the tax of the unrealized gross capital gains at the effective tax
rate of 25% (this is €(69) million) (including pro forma adjustments for (€4) million and other adjustments for
(€6) million) from the Net Asset Value.
173
MANAGEMENT AND BOARD OF DIRECTORS
Spanish corporate law is mainly regulated by Royal Legislative Decree 1/2010 approving the restated text of the
Spanish Companies Act (Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto
refundido de la Ley de Sociedades de Capital) (the “Spanish Companies Act”), which is the principal
legislation under which the Company operates. In order to adapt the Company to the latest amendments to the
Spanish Companies Act, to the corporate good governance requirements and to practices of listed companies,
the Board of Directors, at its meeting held on November 17, 2017, approved the regulations that govern the
Board of Directors (the “Board of Directors Regulations”) and approved the Internal Code of Conduct in the
Securities Markets, which will become effective upon Admission. Additionally, on December 19, 2017 the
shareholders of the Company amended the Company’s bylaws and approved a new restated text thereof and the
regulations that govern the general shareholders’ meeting (the “General Shareholders’ Meeting
Regulations”). Likewise, on December 19, 2017 the shareholders of the Company acknowledged the approval
of the Board of Directors Regulations, as well as the Internal Code of Conduct in the Securities Markets
approved by the Board of Directors.
Board of Directors
Spanish corporate law provides that a Spanish incorporated company’s Board of Directors is responsible for the
management, administration and representation of the company in all matters concerning its business, subject to
the provisions of such company’s bylaws (estatutos), except for those matters expressly reserved for the general
shareholders’ meetings.
The Company’s bylaws and the Board of Directors Regulations provide for a Board of Directors that consists of
between five and 15 members. The Board of Directors currently consists of 12 members. According to the
bylaws and the Board of Directors Regulations, the Company’s directors are elected by the general
shareholders’ meeting (shareholders have the right to appoint a number of directors in proportion to their
shareholding in the Company provided that vacancies exist) to serve for a maximum term of four years and may
be re-elected to serve for an unlimited number of terms of the same duration (save that no independent director
can serve for more than twelve years and still be considered as independent). If a director does not serve out his
or her term, the Board of Directors may fill the vacancy by appointing a replacement director to serve until the
next general shareholders’ meeting. If the vacancy occurs once the general shareholders’ meeting has been
convened and before the meeting has been held, the Board of Directors may appoint a director to serve until the
next general shareholders’ meeting. Any natural or legal person may serve on the Board of Directors, except for
persons specifically prohibited by applicable law, the Company’s bylaws or the Board of Directors Regulations.
A director may be removed from office by the shareholders at a general shareholders’ meeting, even if such
removal is not included on the agenda for that general shareholders’ meeting.
The Board of Directors is responsible for the Company’s management and establishes, among other things, the
Company’s strategic, accounting, organizational and financing policies. In addition, and further to any other
matters as may be provided by law, the Company’s bylaws or the Board of Directors’ Regulations, the following
matters cannot be delegated under any circumstances by the Board of Directors: a) supervising the effective
operation of any committees established or the performance of any delegated bodies or managers it may have
nominated; b) determining the Company’s general policies and strategies; c) authorizing a waiver of the
obligations arising from the duty of loyalty in accordance with the provisions of article 230 of the Spanish
Companies Act; d) its own organization and functioning; e) drafting the financial statements and presenting
them to the general shareholders’ meeting; f) drafting any type of report required from the board by law,
assuming that the operation to which the report refers cannot be delegated; g) nominating or removing managers
who report directly to the board or to any of its members, as well as establishing the basic conditions of their
contracts, including remuneration; h) decisions relating to directors’ remuneration, within the statutory
framework and, when relevant, to the remuneration policy approved by the general meeting; i) calling the
shareholders’ general meeting and preparing the agenda and resolutions proposals; j) the policy relating to
treasury stock; and k) any powers that the general meeting has vested to the Board of Directors, unless the board
has explicitly authorized that they may be sub-delegated.
In addition, listed companies’ boards of directors cannot delegate the decision on the following specific matters:
a) approval of the strategic or business plan, annual management objectives and budget, investment and finance
policies, corporate liability policy and the dividend policy; b) establishment of the risk control and management
policy, including financial and the supervision of the internal information and control systems; c) establishment
174
of the company and group’s corporate governance policy, its organization and functioning and, in particular, the
approval and amendment of its own regulations; d) approval of the financial information that, pursuant to its
listed nature, the company must periodically make public; e) definition of the structure of the group of
companies of which the company is the parent entity; f) approval of all types of investments and transactions
that, due to their high quantity or special characteristics, are of a strategic nature or have special tax risk, unless
their approval falls under the general shareholders’ meeting’s authority; g) approval of the creation or
acquisition of shares in special purpose entities or registered in countries or territories considered tax havens, in
addition to any other transaction or operation of a similar nature that, due to its complexity, may undermine the
transparency of the company and its group; h) approval, prior to any report from the audit committee, of any
operations the company or companies in the group perform with directors, pursuant to articles 229 and 230 of
the Spanish Companies Act, or with significant shareholders, either individually or jointly with others, of a
significant share, including shareholders represented by proxy in the Board of Directors of the company or other
companies that form part of the same group, or with persons related to them—directors affected, who represent,
or who are related to shareholders affected, must abstain from participating in the deliberations and voting on
the relevant resolutions. Transactions may only be exempt from this approval if they have all three of the
following characteristics: (i) they are performed under contracts whose conditions are standardized and applied
en masse to a large number of clients, (ii) they are performed at prices or rates generally established by the
supplier of the relevant goods or services, and (iii) their quantity does not exceed one percent of the company’s
annual income—; and i) establishing the company’s tax strategy. Under urgent and duly justified circumstances,
decisions relating to the previous matters may be adopted by the delegated bodies or persons, must be ratified in
the first Board of Directors’ meeting held after the adoption of the decision.
According to Spanish law, the Board of Directors Regulations and the Company’s bylaws, the Chairperson of
the Board of Directors and, where appropriate, the Vice-Chairperson, who acts as Chairperson in the event of
the Chairperson’s absence or incapacity, shall be elected from among the members of the Board of Directors.
Pursuant to Article 529 septies of the Spanish Companies Act, applicable upon Admission, and to the Board of
Directors Regulations, if the Chairperson is an executive director, a coordinating director shall be appointed
from among the independent directors. For the avoidance of doubt, the Chairperson of the Board of Directors of
the Company, Mr Ignacio Moreno Martínez, is a non-executive director, so no coordinating director needs to be
appointed by the Company. The coordinating director shall have the power to request the call of the meetings of
the Board of Directors and include new items on the agenda of the meetings, to coordinate non-executive
directors and to lead, if necessary, the regular evaluation of the Chairperson of the Board of Directors. The
Secretary and, where appropriate, the Vice-Secretary of the Board of Directors do not need to be directors, in
which case they will have right to voice their views but not the right to vote decisions.
The Company’s bylaws and the Board of Directors Regulations provide that the Chairperson of the Board of
Directors may call a meeting whenever he or she considers such a meeting necessary or suitable. The
Chairperson of the Board of Directors is also required to call a meeting at the request of at least one third of the
members of the Board of Directors or, where applicable, at the request of the coordinating independent director.
According to the Company’s bylaws and the Board of Directors Regulations, the Board of Directors shall meet
at least quarterly, in compliance with the Spanish Companies Act. However, the Board of Directors of the
Company may meet more frequently, in line with the recommendations of the Corporate Governance Code
(Código de Buen Gobierno), approved by the CNMV in February 2015 (the “Corporate Governance Code”).
The Company’s bylaws and the Board of Directors Regulations provide that the majority (half plus one) of the
members of the Board of Directors (represented in person or by proxy by another member of the Board of
Directors) shall be present or represented in order to constitute a quorum. Except otherwise provided by law or
specified in the Company’s bylaws, resolutions of the Board of Directors shall be passed by an absolute
majority of the directors attending a meeting, whether personally or by proxy. In case of a tie, the Chairperson
shall not have a casting vote. The Company’s bylaws and the Board of Directors Regulations do not contain any
special majorities to pass any resolution different from those that are established by the legislation in force as of
the date of this Prospectus.
According to the Spanish Companies Act, directors may contest resolutions passed by the Board of Directors or
by any other management body, within thirty days of their adoption. Similarly, such agreements may be
contested by any shareholder or shareholders who, in the case of listed companies, represent 0.1% of the share
capital, within thirty days of becoming aware of said resolutions and provided not more than one year has
elapsed since their adoption. The causes, processing and effects of these challenges shall be subject to the same
as established for challenges to general shareholders’ meeting resolutions (see “Description of Share Capital -
Shareholders’ Meetings and Voting Rights”), with the special provision that, in this case, they shall also be
processed for breach of the Board of Directors’ regulations.
175
Directors
Until the date of this Prospectus, the Board of Directors was comprised by one executive director, one “Other
external” (the Chairman of the Board) and 10 proprietary directors (seven representing the Santander Entities
and three representing the BBVA Entities). On 19 January 2018, Mr Carlos Doussinage Méndez de Lugo, Mr
Juan Ignacio Ruíz de Alda Moreno and Francisca Romana Ortega Hernández-Agero (proprietary directors
representing the Santander Entities), as well as Mr Juan Maximiliano de Ortueta Monfort (proprietary directors
representing the BBVA Entities), tendered their resignations. Simultaneously, the Board of Directors appointed
by cooption (cooptación) four independent directors to fill the vacancies produced after the referred
resignations, with effects as of the Admission.
The table below shows the composition of the Board of Directors as of the Admission:
Category /
Member of Board Terms Shareholder
Name Age Title of Directors since expires represented status
Other
Ignacio Moreno Martínez ........................... 60 Chairman 20/10/2016 20/10/2022 N/A external (1)
Chief
Executive
Jorge Pérez de Leza Eguiguren .................. 50 Officer 22/11/2016 22/11/2022 N/A Executive
Santander
Javier García-Carranza Benjumea .............. 46 Director 06/04/2016 06/04/2022 Entities Proprietary
Santander
Carlos Manzano Cuesta .............................. 45 Director 19/09/2017 19/09/2023 Entities Proprietary
Santander
Ana Bolado Valle ....................................... 59 Director 30/06/2017 30/06/2023 Entities Proprietary
Santander
Mariano Olmeda Sarrión ............................ 56 Director 27/04/2017 27/04/2023 Entities Proprietary
Cesáreo Rey-Baltar Oramas ....................... 53 Director 28/03/2017 28/03/2023 BBVA Entities Proprietary
José Feris Monera ...................................... 46 Director 30/06/2017 30/06/2023 BBVA Entities Proprietary
Beatriz Puente Ferreras (2) .......................... 45 Director 19/01/2018 N/A N/A Independent
Emma Fernández Alonso(2) ........................ 52 Director 19/01/2018 N/A N/A Independent
Vicente Moreno García-Mansilla(2) ............ 58 Director 19/01/2018 N/A N/A Independent
Juan Béjar Ochoa(2) .................................... 61 Director 19/01/2018 N/A N/A Independent
(1) In accordance with article 529 duodecies of the Spanish Companies Act, Mr Ignacio Moreno Martínez
qualifies as “Other External” because he does not qualify as a proprietary director under paragraph (3) of
the aforementioned article and he does not qualify as an “Independent Director,” given his condition as a
beneficiary of the Management Incentive Plan, in accordance with the provisions included in paragraph (4)
of the aforementioned article.
(2) These directors have been appointed by co-option (cooptación) by the Board of Directors of the Company
and have accepted their appointment. Their appointment will be effective as of the Admission and
therefore, as of the date of this Prospectus, the corresponding registration with the Commercial Registry of
Madrid is still pending. The appointment of these director will be submitted to ratification by the girst
general shareholders’ meeting to be held by the Company.
The non-director Secretary of the Board of Directors is Mr Lucas Osorio Iturmendi and the non-director Vice-
secretary of the Board of Directors is Ms Pilar Martín Bolea.
All members of the Board of Directors designate the Company’s registered address as their professional address
for the purpose of this Prospectus.
176
Biographical information for each of the current members of the Board of Directors (excluding the Chief
Executive Officer, whose information is included below in the Senior Management section), including a brief
description of each director’s business experience and education, is presented below.
Ignacio Moreno Martínez
Mr Ignacio Moreno Martínez is the Chairman of the Board of Directors of the Company. Previously, Mr Ignacio
Moreno served as General Director of the Presidency Department at Banco Bilbao Vizcaya, S.A. He was also
Chief Executive Officer at Vista Capital Expansión, S.A., SGECR — Private Equity and at N+1 Private Equity.
He has served as Corporate Banking and Private Equity Director at Banco Santander de Negocios and
Mercapital. In Coporación Bancaria de España, S.A. — Argentaria, he served as Deputy General Director of
Institutional and Corporate Banking. Mr Ignacio Moreno has also served as Chief Executive Officer of
Desarrollo Urbanístico Chamartín, S.A. and as Chairman of Argentaria Bolsa, Sociedad de Valores.
Mr Moreno holds a degree in economics and business studies from the University of Bilbao, a master’s degree
in Marketing and Sales Management from the Instituto de Empresa (IE) and an MBA from INSEAD.
Javier García-Carranza Benjumea
Mr. Javier Garcia-Carranza Benjumea is currently Executive Vice-President of Banco Santander, in charge of
Restructuring, Holdings, Property, Recovery Strategy and Disposal of Loans and Assets.
Before joining Banco Santander in February 2016, he worked at Morgan Stanley in London as Co-Head of the
Real Estate investment banking business in EMEA (Europe, Middle East and Africa). Mr. García-Carranza also
has experience in investment business, having made investments for Morgan Stanley Real Estate Funds and the
Morgan Stanley Special Situations Fund in the UK, Spain, Italy, France and Germany in excess of $5 billion.
Mr. García-Carranza has a degree in business administration from Universidad Carlos III in Madrid.
Carlos Manzano Cuesta
Mr Carlos Manzano currently serves as the head of the holdings area within the Restructuring, Holdings,
Property, Recovery Strategy and Disposal of Loans and Assets department of Banco Santander.
Before joining Santander in 2017, Mr Carlos Manzano worked at Deustche Bank as the head of Real Estate for
Spain and Portugal and, before joining Deutsche Bank, he worked at BAMI, Gecina and MVCSA.
Mr Carlos Manzano holds a degree in business and economics from the Universidad de Valladolid and a MBC
from ESADE (Barcelona).
Ana Lucrecia Bolado Valle
Ms Ana Bolado has over 31 years of management experience in an international environment within the
Santander Group. Within the Santander Group, Ms Bolado has been Corporate Director of Digital Strategy and
Business in Santander Universidades. From 2010 to 2013, she was the Director for Commercial Strategy and
Business Development in Commercial Banking in Spain, where she also was a member of the Management
Committee of Banco Santander España. Between 2005 and 2010, she worked as Corporate Director of Human
Resources at Santander Group and, between 2003 and 2005, as Managing Director of Santander Global Banking
and Markets. Previously, Ms Bolado work in different areas related to financial products, investment banking
and capital markets.
Ms Ana Bolado has a degree in pharmacy by the Universidad Complutense de Madrid and an MBA at IE
Business School.
177
Mariano Olmeda Sarrión
Mr Mariano Olmeda has developed his professional career in Banco Santander, where he has served as a
General Deputy Director for Santander Central Hispano Global Banking and Market for the past few years. He
has also worked as member of the advisory board of Tutellus and Taiga Mistral.
Mr Olmeda has a degree in business and economics from Universidad Complutense de Madrid and a PDG
(Programa de Dirección General) from IESE Business School — Universidad de Navarra.
Cesáreo Rey-Baltar Oramas
Mr Cesáreo Rey-Baltar currently serves as Director of Real Estate Equity Holdings at BBVA. Mr Rey-Baltar
has also served as Director of Indutrial Equity Holdings and responsable of e-Business projects at BBVA.
Before joining BBVA in 1999, Mr Cesáreo Rey-Baltar used to work at Generale Bank (currently BNP Paribas).
Mr Cesáreo Rey-Baltar holds a degree in business and insurance actuary from the Universidad del País Vasco
and a MBA from the from the Instituto de Empresas (IE).
José Ferrís Monera
Mr José Ferrís Monera currently serves as managing director for Strategy and M&A at BBVA and is in charge
of execution of mergers and acquisitions in Latinamerica and Asia and Real Estate and sale of asset portfolios.
He is also in charge of the Equity Holdings department. Mr Ferrís has a long carrier with BBVA, where he has
also served as M&A senior vicepresident in USA, M&A origination director in France and B2C project manager
and mobile commerce.
Mr Jose Ferrís holds a degree in business and economics from the Universidad the Valencia and an International
MBA from the Instituto de Empresas (IE).
Beatriz Puente Ferreras
Ms Beatriz Puente is the General Financial and Economic Director (Directora General Económico Financiera)
at NH Hoteles, S.A. since 2015. Before working at NH Hoteles, S.A., Ms Beatriz Puente was the Chief
Financial Officer of AENA, S.A. (2013-2015) where she was responsible for preparing and coordinating the
company´s privatization process and its IPO and leading the negotiation of the restructuring of its debt. . Prior to
AENA, she was the Chief Financial Officer (2007-2013) and Investor Relations and Corporate Development
Director (2005-2007) at Vocento, S.A. and was responsible of the preparation of Vocento´s IPO. Before
Vocento, Ms Beatriz Puente worked at Citigroup Global Markets (Spain) as Vice President for the Investment
Banking M&A division (2003-2004) and as an investment banking associate for Financial Institution & Latam
(2001-2003). Before graduating from J.L. Kellogg Graduate School of Management (Northwestern University)
in 2000, she worked as Chief Financial Officer at Quintiles, S.L. (1997-1998) and at Ernst & Young (Spain)
(1995-1997). In addition to her work, Ms Puente has been a member of C.U.N.E.F’s advisory board since
September 2015 and has taught the Mergers and Acquisitions module in its Master of Finance since 2010.
Ms Beatriz has a MBA from J.L. Kellogg Graduate School of Management (Northwestern University) (2000)
with a Fulbright scholarship and a Business Degree (Licenciada en Ciencias Empresariales) from Colegio
Universitario de Estudios Financieros (CUNEF) (1995).
Emma Fernández Alonso
Ms Emma Fernández is a managing partner at Kleinrock Advisors, S.L. (Madrid) since 2016 a platform to
advise and promote technology based companies. Before joining Kleinrock, Ms Emma Fernández worked at
Indra Sistemas, S.A. as Senior Executive Vice-president and member of the Executive and Management
Committees (2007-2015). From 1991 to 2006, she hold several managing positions in operations and in the
Corporate headquarters, as for example, Marketing and Corporate Development Director, including M&A
(2003-20006) or strategic Development Director (1995-2002). Before joining Indra, Ms Emma Fernández
worked at Telefónica I+D in the optoelectronics division (1988-1990) and at Alcatel as a research and
development engineer.
178
Ms Fernández is very active in associations and initiatives that promote entrepreneurship and social
development and she is also recognized for her activism in Women Leadership in the business field.
Currently, she is member of the Strategy and Supervisory Council of Aquae Foundation, member of the
Advisory Board of AERTEC Solutions, mentor in Ashoka and Endevour, member of several working groups at
Real Instituto Elcano and Círculo de Empresarios, member of Women Leadership Committee at AmCham and
mentor at the International MBA of IE.
She has also been member of the Executive Committees at Cámara de España, Real Instituto Elcano, EOI
Advisoy Council, FEDEPE and High Level Group on Aviation Research of the UE and Advisory Council for
Aeronautics Research and Innovation in Europe (ACARE).
Ms Emma Fernández has an MBA from IE Business School (1987) and a degree in telecommunication from the
Universidad Politécnica de Madrid (1987).
Vicente Moreno García-Mansilla
Mr Vicente Moreno is the President of Fundación Accenture since 2009 and was the Chief Executive Officer
(2005-2015) and Executive Chairman (2007-2015) of Accenture Spain. During this period he was also
responsible for Accenture in Portugal, Israel and Africa. Previously he was also General Manager at Accenture
Poland SP. Z.O.O. (1994-1997). He joined Accenture in 1985.
Besides Fundación Accenture, Mr Vicente Moreno is also a member of the Board of trustees of Fundación
Seres, Fundación SM, Fundación Referemte, Fundación Princesa de Asturias and a member of the Consejo
Profesional ESADE.
Mr Vicente Moreno holds a Naval Engineering degree from Escuela Técnica Superior de Ingenieros Navales.
Juan Béjar Ochoa
Mr Juan Béjar is a senior advisor at Greenhill & Co. Europe LLP since 2017, co-founder and president at Bruc
Management Projects, S.L. since 2015 and Non-Executive Chairman at Globalvia Infraestructuras since 2013.
From 2013 to 2015, Mr Juan Béjar was Chief Executive Officer and Vice-President at Fomento de
Construcciones y Contratas, S.A. (FCC). Before joining FCC in 2013, he was the Executive Chairman at
Cementos Portland Valderrivas, S.A. (2012-2013) and at Globalvia Infraestructuras (2009-2012). Mr Juan Béjar
also worked at Citi Alternative Investment - Citigroup Infrastructure Management Company (London) as the
Chairman of Citigroup Infrastructure Management Company (2007-2009) and at Grupo Ferrovial as CEO of
Ferrovial Infraestructuras y Ferrovial Aeropuertos (2002-2007), General Director (1998-2002) and
Diversification Director (1991-1998).
Mr Juan Béjar also worked at Holcim Trading, S.A. as a general director (1983-1991), at Enasa Pegaso as
concessions network controller (1981-1983) and at Hornos Ibéricos Alba as planning director (1978-1981).
Mr Juan Béjar holds law degree and a business degree from Instituto Católico de Administración y Dirección de
Empresas.
Directors’ managerial positions and shareholdings
The table below sets out all entities (except for (i) Group companies, (ii) those family-owned asset-holding
companies not relevant for the Company, (iii) any other merely instrumental non-operative companies not
relevant for the Company, and (iv) any listed company in which the director has a non-significant stake) in
which the members of the Board of Directors have been appointed as members of the administrative,
management or supervisory bodies or in which they have held shareholdings at any time during the five year
period preceding the date of this document, indicating whether or not each person is still a member of such
bodies or holds any shares in any such entities.
179
In
Director Company Position/Title Sector office
Ignacio Moreno Martínez ......
TELEFÓNICA, S.A. Director Telecommunications Yes
OBRASCÓN HUARTE LAIN, S.A. Director Construction Yes
TESTA RESIDENCIAL SOCIMI, S.A. Cahirman Real Estate Yes
BRENDENBURY, S.L. (1) Director Real Estate Yes
INBOND INVERSIONES 2014, S.L. Director Finance Yes
KONECTA ACTIVOS INMOBILIARIOS
Director Real Estate Yes
S.L. (1)
TRAVEL STORE, SGPS, S.A. Director No
Representig
Cardomana
SECUOYA, GRUPO DE
Sercvicios y Communication No
COMUNICACIÓN, S.A.
Gestiones,
S.L.
CARDOMANA SERCVICIOS Y
Director Retail No
GESTIONES, S.L.
N+1 MERCAPITAL, S.L. Director Finance No
N+1 CAPITAL PRIVADO SGECR, S.A. Director Finance No
N+1 ADVISOR, S.A. Finance No
N+1 EQUITY AND CREDIT
Director Finance No
MANAGEMENT, S.A.
THE BEAUTY BELL CHAIN, S.L. Director Retail No
ALCAL, S.L. Director Construction No
COLEGIOS LAUDE, S.L. Director Education No
XANIT HEALTH CARE
Director Health Care No
MANAGEMENT, S.L.
PROBOS PLÁSTICOS, S.A. Director Industrial No
GRUPO EL ÁRBOL DISTRIBUCIÓN Y
Director Consumer Staples No
SUPERMERCADOS, S.A.
EYSA ESTACIONAMIENTOS Y
Director Real Estate No
SERVICIOS, S.A.
OBRAS SUBTERRÁNEAS, S.A. Director Construction No
Jorge Pérez de Leza ................

TESTA RESIDENCIAL SOCIMI Director Real Estate Yes
Chairman and Non-profit
FUNDACIÓN DEPORTE Y DESAFIO Yes
founder organization
GRUPO LAR SPAIN AND
SUBSIDIARIES (GLAA, INMOBERICA Director Real Estate No
DE GESTIÓN)
GRUPO LAR POLAND, GRUPO LAR
ROMANIA, GRUPO LAR HUNGARY,
Chairman Real Estate No
GRUPO LAR LATVIA AND
SUBSIDIARIES
GRUPO LAR GERMANY RELATED
VEHICLES (GRUPO LAR
DEUTSCHLAND, INVERSIONES
YARMUK, GRUPO LAR OFICINAS
EUROPEAS, AND GERMAN
SUBSIDIARIES)
INMOBILIARIA JUAN BRAVO 3 Director Real Estate No
Javier García-Carranza
Benjumea ............................
ALTAMIRA ASSET MANAGEMENT
S.A.
ALTAMIRA SANTANDER REAL
ESTATE S.A.
BANCO POPULAR ESPAÑOL, S.A. Director Finance Yes
SOCIEDAD DE GESTION DE ACTIVOS
PROCEDENTES DE LA
REESTRUCTURACION BANCARIA,
S.A.
SANTANDER CAPITAL DESARROLLO
Chairman Finance Yes
SGEIC, S.A.
180
MERLIN PROPERTIES SOCIMI, S.A. Chairman Real Estate Yes
Carlos Manzano Cuesta .........

ALISEDA SERVICIOS DE GESTIÓN
INMOBILIARIAS, S.L.
BAUM HOLDINGS SPAIN, S.L. Director Investment No
DIAGONAL MAR HOLDCO, S.L. Director Real Estate No
TRJNI DOURO, S.A. Director Real Estate No
DB REAL ESTATE IBERIAN VALUE
ADDED I, S.A., SICAR
SILCOGE – SOCIEDADE
CONSTRUTORA DE OBRAS GERAIS, Director Real Estate No
S.A.
QPL LUX S.À.R.L., SOCIÉTÉ À
RESPONSABILITÉ LIMITÉE
FELTING SGPS, S.A. Director Real Estate No
BINCOMERC SIVIÇOS DE
CONSULTADORIA, S.A.
CAESAR PARK HOTEL PORTUGAL, Consumer
Director No
S.A. discretionary
QPL EMPREENDIMENTOS
TURÍSTICOS E IMOBILIÁRIOS, S.A.
RREEF MOROCCAN EXPLORER I, S.A,
SICAR
AMÉNAGEMENT RECHERCHE
DÉVELOPMENT IMMOBILIER DU Director Real Estate No
MAROC, S.A.
ARDIM CASA PORT I, SARL Director Real Estate No
PRODEC INMOBILIER SARL Director Real Estate No
ARDIM PARC LOGISTIQUE, SARL Director Real Estate No
RREEF IBERIAN VALUE ADDED II,
S.A., SICAR
TREE INVESTMENTS S.A. Director Real Estate No
TREE INVERSIONES INMOBILIARIAS
SOCIMI S.A.
Ana Lucrecia Bolado Valle ....

PARQUES REUNIDOS SERVICIOS
Director Entertainment Yes
CENTRALES, S.A.
Finance and
SISTEMAS 4B S.A Director No
payment services
SANTANDER SEGUROS Y
Director Insurance No
REASEGUROS S.A.
SANTANDER DE TITULIZACIÓN,
SOCIEDAD GESTORA DE FONDOS DE Director Finance No
TITULIZACIÓN S.A
Mariano Olmeda Sarrión ......

COMPAÑIA ESPAÑOLA DE SEGUROS
DE CREDITO A LA EXPORTACIÓN,
S.A. COMPAÑIA DE SEGUROS Y Director Insurance Yes
REASEGUROS SOCIEDAD
MERCANTIL ESTATAL
INFORMA D&B S.A. (SME) Director Information Yes
Cesáreo Rey-Baltar
Oramas ................................
TESTA RESIDENCIAL SOCIMI, S.A. Director Real Estate Yes
DISTRITO CASTELLANA NORTE, S.L. Director Real Estate Yes
PUERTO CIUDAD DE LAS PALMAS,
S.A.
SBD CREIXENT, S.A. Director Real Estate Yes
HABITATGES LLULL, S.L. Director Real Estate Yes
PROMOCIONES MIES DEL VALLE, S.L. Director Real Estate Yes
PROMOCIONES TERRES CAVADES,
S.A.
PROVIURE CZF, S.L. Director Real Estate Yes
181
PROVIURE CZF PARC HABITATGES,
S.L.
REAL ESTATE ALEMANIA I, S.A. Director Real Estate No
P.R. ALBIRSA, S.A Director Real Estate No
CONNEX GARRAF, S.L. Director Real Estate No
NOVA LLAR SANT JOAN, S.A. Director Real Estate No
José Ferrís Monera .................

MERLIN PROPERTIES SOCIMI, S.A. Director Real Estate No
Beatriz Puente Ferreras .........

LONDON LUTON AIRPORT OPERATIONS Airport
LTD.
Director No
Infrastructure
11870.COM Director Online Classifieds No
INFOEMPLEO.COM Director Online Classifieds No
RADIO PUBLI, S.L. Director Radio No
NET TV SPAIN, S.L. Director Audiovisual No
ASTI Director Logistics
Emma Fernández Alonso .......

SOPRA STERIA GROUP SCA Director Technology Yes
GRUPO EZENTIS, S.A. Director Telecom Services Yes
AXWAY SOFTWARE, S.A. Director Software Yes
Vicente Moreno García-

Mansilla ...............................
BANCA MARCH, S.A. Director Finance Yes
Juan Béjar Ochoa ........................

GLOBALVIA INFRAESTRUCTURAS,
Chairman Infrastructure Yes
S.A.
Chief
Executive
FOMENTO DE CONSTRUCCIONES Y
Officer and Construction No
CONTRATAS, S.A.
Deputy
Chairman
OFICEMEN Chairman No
CEMENTOS PORTLAND Executive
Cement No
VALDERRIVAS, S.A. Chairman
BAA LTD. Director Infrastructure No
EUROPISTAS, CONCESIONARIA
Director Infrastructure No
ESPAÑOLA, S.A
407 INTERNATIONAL, INC. Director Infrastructure No
CINTRA CONCESIONES Chief
INFRAESTRUCTURAS DE Executive Infrastructure No
TRANSPORTE Officer
(1) No conflict of interest arises from these situations.
Independent Directors
The Board of Directors is currently comprised of 12 directors, four of who are independent directors.
Board Committees
In compliance with the Company’s bylaws and the Board of Directors Regulations, the Board of Directors has
an audit committee (the “Audit Committee”) and an appointments and remuneration committee (the
“Appointments and Remuneration Committee”), which are governed by the Company’s bylaws and the
Board of Directors Regulations. The following is a brief description of the principal characteristics of the
committees of the Board of Directors, which conforms to the Company’s bylaws and the Board of Directors
Regulations.
Audit Committee
The composition, responsibilities and rules of the Audit Committee are to be governed by the Company’s
bylaws and the Board of Directors Regulations.
182
The Audit Committee shall have at least three members, with a maximum of five members, all of whom must be
non-executive directors and the majority of whom must be independent directors and at least one of them shall
be appointed taking into account his or her knowledge and expertise in accounting, audit or both fields.
The chairperson of our Audit Committee is appointed by the Board of Directors from among the independent
members of the Committee and for a maximum period of four years. The chairperson may only be re-elected as
chairperson at least one year after his or her removal, without prejudice to his or her continuation as member of
the Audit Committee. The secretary of the committee is appointed by the Board of Directors.
The members of the Audit Committee following Admission will be as follows:
Name Category Title

Beatriz Puente Ferreras ................................. Independent Chairperson
Carlos Manzano Cuesta ............................. Proprietary Member
Juan Béjar Ochoa.......................................... Independent Member
The non-director Secretary of the Audit Committee will be Mr Lucas Osorio Iturmendi.
The Audit Committee is responsible for, among other things, the following matters (together with any others
that may be attributed to the Audit Committee by law, the bylaws or the Board of Directors Regulations):
• reporting to the general meeting of shareholders on matters raised in relation to those issues that fall
under its responsibility and, in particular, in relation to the result of the audit, explaining how it has
contributed to the integrity of the financial information and the role that the Committee has performed
in this process;
• supervising the effectiveness of the internal control of the Company and its Group, the internal audit
and their systems for managing risks, including tax risk and analyze, in collaboration with the auditors,
any significant weaknesses of the internal control system detected during the external audit, without
affecting its independence. For these purposes and, if applicable, they may present recommendations or
proposals to the Board of Directors and the corresponding term for its monitoring;
• supervising the preparation and presentation of the statutory financial information about the Company
and presenting recommendations or proposals to the Board of Directors directed to safeguard its
integrity and, where applicable, the Group, verifying compliance with regulatory requirements, proper
definition of the scope of consolidation and correct application of accounting policies;
• making proposals to the Board of Directors, for submission to the general meeting of shareholders,
regarding the selection, appointment, re-election and replacement of the external auditors, taking
responsibility of the process of selection, in accordance with applicable laws and regulations, as well as
the terms of the audit engagement, and regularly gather information from the external auditors
regarding the audit plan and its execution, while also preserving the auditors’ independence in the
exercise of their functions;
• establishing appropriate relationships with the external auditors in order to receive information, for
examination by the Audit Committee, on matters that may threaten the auditors’ independence and any
other matters relating to the audit process, and, where applicable, the authorization of the services other
than those prohibited in the terms set out by applicable law, as well as any other communications
provided for in audit legislation and other audit standards. In any event, the Audit Committee shall
receive, each year, written confirmation from the external auditors of their independence from the
Company and entities directly or indirectly related to it and individualized and detailed information
about any additional services of any kind rendered and the corresponding fees received from this
entities by the external auditor o by the persons or entities related to it, in accordance with audit
legislation;
• issuing a report each year, prior to the audit report, expressing an opinion on whether the independence
of the external auditors or audit companies is jeopardized. This report shall give an opinion on the
provision of the additional non-audit services referred to in the preceding paragraph, both individually
considered and as a whole, and in relation to the auditors’ independence regime or to the audit
regulations;
183
• reporting to the Board of Directors, prior to Board meetings, on all matters provided by law, the bylaws
or the Board of Directors Regulations and, in particular, on the following matters: (i) the financial
information the Company must publish periodically; (ii) the creation or acquisition of interests in
special purpose vehicles or entities domiciled in countries or territories considered to be tax havens;
and (iii) transactions with related parties; and
• any other reporting or proposing function that has been assigned by the Board of Directors in general or
in particular.
The Audit Committee shall meet quarterly to review the periodic financial information that must be submitted to
the stock market authorities and the information the Board of Directors must approve and include in its annual
public documentation. In addition, the Audit Committee shall meet at the request of any of its members and
every time its chairperson considers it necessary. In any case, the committee chairperson will call a meeting of
the Audit Committee whenever the Board of Directors or its chairperson requests the preparation of a report or
the adoption of a proposal.
Appointments and Remuneration Committee
The Board of Directors has established an Appointments and Remuneration Committee. The members of the
Appointments and Remuneration Committee are elected by the Board of Directors among its members. The
Appointments and Remuneration Committee consists of between three and five members, all of whom must be
non-executive directors. Additionally, two of its members must be independent. The chairperson of the
Appointments and Remuneration Committee, who must be an independent director, is elected by the Board of
Directors from among the independent members of the Committee. The secretary of the committee is appointed
by the Board of Directors.
The members of the Appointments and Remuneration Committee following Admission will be as follows:
Name Category Title

Emma Fernández Alonso .................................. Independent Chairperson
Ignacio Moreno Martínez ................................. Other external Member
Cesáreo Rey-Baltar Oramas .............................. Proprietary Member
Vicente Moreno García-Mansilla.................... Independent Member
The non-director Secretary of the Appointments and Remuneration Committee will be Mr Lucas Osorio
Iturmendi.
The composition, responsibilities and rules of the Appointments and Remuneration Committee are to be
governed by the Company’s bylaws and Board of Director Regulations. The primary purpose of this committee
is to assist, inform and formulate proposals to the Board of Directors in relation to the matters assigned to it
from time to time by the aforementioned documents. In particular, the Appointments and Remuneration
Committee will be responsible for, among other things, the following (together with any others that may be
attributed to the Appointments and Remuneration Committee by law, the bylaws or the Board of Directors
Regulations):
• assessing the competencies, knowledge and experience required on the Board of Directors. For this
purpose, it shall define the functions and aptitudes required of candidates for each vacancy and shall
assess the time and commitment required of them in order to be able to perform their duties effectively;
• setting a target for the representation of the gender that is less well represented on the Board of
Directors and develop guidelines on how to achieve that target;
• making recommendations to the Board of Directors for the appointment of independent directors,
whether through co-option by the Board or for submission to the general meeting of shareholders, and
for the re-election or removal of such directors by the general meeting of shareholders;
• reporting on proposals for the appointment of the other directors, whether through co-option by the
Board or for submission to the general meeting of shareholders, and on proposals for the re-election or
removal of such other directors by the general shareholders’ meeting;
184
• reporting on proposals for the appointment or removal of managerial employees and the basic terms of
their contracts;
• examining and organizing the succession of the Chairman of the Board of Directors and the chief
executive and general manager of the Company and, as the case may be, making recommendations to
the Board of Directors to enable such succession to occur in an orderly and planned manner;
• making proposals to the Board of Directors for the policy on the remuneration of directors and
executive directors, or managerial employees who report directly to the Board of Directors, an
executive committee or a managing director, as well as the individual remuneration and other
contractual terms of executive directors, ensuring and monitoring compliance; and
• any other reporting or proposing function that has been assigned by the Board of Directors in general or
in particular.
The Appointments and Remuneration Committee will meet at least quarterly, and at the request of any of its
members and every time its chairperson convenes a meeting. In any case, the committee chairperson will call a
meeting of the Appointments and Remuneration Committee whenever the Board of Directors or its Chairperson
requests the preparation of a report or the adoption of a proposal.
Internal Code of Conduct in the Securities Markets and Corporate Governance Recommendations
Internal Code of Conduct in the Securities Markets
The Company has implemented a defined and transparent set of rules and regulations for corporate governance
that is compliant with all applicable Spanish governance standards.
On November 17, 2017, the Board of Directors adopted the Securities Markets Code of Conduct (Reglamento
Interno de Conducta en los Mercados de Valores) (the “Internal Code of Conduct in the Securities
Markets”), to be effective upon Admission. The Internal Code of Conduct in the Securities Markets regulates,
among other things, the Company’s directors’ and managers’ conduct with regard to the treatment, use and
disclosure of our material non-public information. The Internal Code of Conduct in the Securities Markets
applies to, among other persons, all members of the Board of Directors, senior management and employees who
have access to material non-public information and to our external advisors when they handle such material
non-public information.
The Internal Code of Conduct in the Securities Markets, among other things:
• establishes the restrictions on, and conditions for, the purchase or sale of our securities or our other
financial instruments by persons subject to the Internal Code of Conduct in the Securities Markets and
by those who possess material non-public information;
• provides that persons subject to the Internal Code of Conduct in the Securities Markets shall not engage
in market manipulation with respect to our securities or our other financial instruments; and
• provides that persons report potential conflicts of interest to our regulatory compliance unit.
Corporate Governance Recommendations
The Spanish Companies Act sets out certain legal provisions related to corporate governance mandatorily
applicable to Spanish listed companies on the Spanish Stock Exchanges. The Company believes that it complies
with these requirements of the Spanish Companies Act.
Additionally, the Corporate Governance Code sets out certain recommendations on corporate governance to be
considered (“comply or explain”) by the companies listed on the Spanish Stock Exchanges. The Company
believes that it substantially complies with the recommendations of the Corporate Governance Code. The
Company is committed to follow strict corporate governance policies and it intends to adapt its practices as
appropriate to all the principles of good governance contained in the Corporate Governance Code, as soon as
possible after Admission, in a consistent manner. In relation to those recommendations to be complied with in
185
practice, the Company will adopt a decision before the first general shareholders’ meeting, considering the
Company’s circumstances, its technical capacities and the Group shareholdings structure. However, as of the
date of this Prospectus, the Company’s corporate practices vary from these recommendations in the following
ways:
• Recommendation 14: As of the date of the Prospectus, the Company’s Board of Directors has not
approved a policy for selecting its members.
• Recommendation 17: As of the date of Admission, only one third of the directors will qualify as
independent directors. However, as of the date of this Prospectus, the Company cannot confirm
whether or not it will qualify as a “large capitalization company” for the purposes of the Corporate
Governance Code and, therefore, it cannot determine the applicability of the first paragraph of
Recommendation 17.
• Recommendation 26: The Company’s internal regulations do not state that the Company’s Board
of Directors shall meet at least eight times per year. However, it does state that the Board of
Directors shall meet as frequently as necessary to properly perform its duties and, at least,
quarterly.
• Recommendation 48: The Company has a single Appointments and Remuneration Committee.
However, as of the date of this Prospectus, the Company cannot confirm whether or not it will
qualify as a “large capitalization company” for the purposes of the Corporate Governance Code
and, therefore, it cannot determine the applicability of Recommendation 48.
• Recommendation 62: Under the Long-Term Incentive Plan (LTIP) the Chief Executive Director
is subject to a lock-up period of one year instead of the recommended three year period.
In relation to other recommendations, to be complied in practice, the Company will adopt a decision before the
first general shareholders’ meeting, considering the Company’s circumstances, its technical capacities and the
Group shareholdings structure.
Finally, the Board will prepare an annual corporate governance report and such report will be submitted to the
Company’s shareholders for informative purposes. The report will be announced through the publication by the
Company of a relevant fact notice (hecho relevante).
Other commitments
Upon Admission, the Company’s website will be adapted to the requirements imposed by the Spanish securities
market regulations.
Conflicts of Interest
Pursuant to Article 28 of the Board of Directors Regulations, the Company will face a conflict of interest in
situations where the interest of the Company or its subsidiaries’ (if any) collides directly or indirectly with the
personal interest of a director. There is a personal interest of a director in a matter when it affects him or her or a
related party, and, for proprietary directors, when it affects the shareholder or shareholders that appointed him or
her or proposed his or her appointment or to persons directly or indirectly related to them.
Therefore, the Company’s directors are required to avoid situations that could give rise to a conflict between
their duties to the Company and their private or other interests, unless they have obtained the Company’s
consent.
In particular, pursuant to Article 229 of the Spanish Companies Act, the Company’s directors (and related
parties to directors) should abstain from:
(a) carrying out transactions with the Company, excluding ordinary transactions, of limited amount and
undertaken in standard conditions applicable to all customers;
(b) using the name of the Company or its condition as director to unduly influence private transactions;
186
(c) making use of corporate assets, including confidential information on the Company, for private use;
(d) taking advantage of business opportunities of the Company;
(e) obtaining advantages or compensations from third parties other than the Company associated with their
post unless they are a mere compliment; and
(f) carrying out activities, on their own or on behalf of third parties, that may compete with the Company
or that could put the director in a permanent conflict with the interests of the Company.
Each member of the Board of Directors is required to report to the Board of Directors any circumstances that
may give rise to a conflict of interest, direct or indirect, with the Company.
All conflicts of interest involving directors will be disclosed in the financial statements.
In any event, each member of the Board of Directors must refrain from attending and participating in
deliberations and votes affecting matters including by way of proxy vote in which they (or a related party, as
defined in applicable law) have a direct or indirect conflict of interest.
In case that a conflict of interest situation may reasonably create a structural and permanent conflict between the
involved director and the Company or its subsidiaries (if any), such director will then lack the required
suitability and capacity to remain in office.
To the best of the Company’s knowledge, as of the date of this Prospectus, there are no actual or potential
conflicts of interest among the directors of the Company and senior management and none are engaged in self-
dealing or personally engaged in any business that could be deemed as part of the Company’s operations.
Senior Management
The following table lists certain members of our senior management team as of the date of this Prospectus.
Member of
Management
Name Age Title since
Jorge Pérez de Leza Eguiguren.................. 50 Chief Executive Officer 2016
Juan Núñez Berruguete .............................. 49 Chief Operating Officer 2016
Borja Tejada Rendón-Luna........................ 42 Chief Financial Officer 2016
Pilar Martín Bolea ..................................... 54 Head of Legal 2016
Miguel A. Melero Puerta ........................... 52 Head of Corporate Resources 2016
Raquel Bueno Montávez ........................... Head of Corporate Development and Investor 2016
42
Relations
Set forth below are the biographies of each of these senior managers, other than those provided above:
Jorge Pérez de Leza Eguiguren. Prior to his appointment as Chief Executive Officer of the Company, Mr Pérez
de Leza was Managing Director for Europe at Grupo Lar from April 2005 to November 2016, General Manager
of European Operations at Excite@Home from September 1998 to December 2005 and worked at Boston
Consulting Group from September 1991 to September 1998. In addition, Mr Pérez de Leza is a board member
of Testa Residencial. He is also a member of the Harvard Real Estate Alumni Association and an associate
professor at the Masters in Real Estate Development at IE University. Mr Pérez de Leza holds a MSc in
industrial engineering from the ICAI University (Madrid) and a MBA in general management from the Harvard
Business School.
Juan Núñez Berruguete. Prior to his appointment as Chief Operations Officer in February 2016, Mr Núñez was
a Real Estate Development Director at MVCSA from July 2013 to February 2016 and held several positions at
FCC Construcción, S.A. from May 1995 to June 2013, were he was appointed Director of Real Estate and
Construction first and Head of Real Estate and Urban Development during a later stage. Mr Núñez holds a
degree in architecture from the Universidad Politécnica of Madrid.
187
Borja Tejada Rendón-Luna. Prior to his appointment as Chief Financial Officer of the Company in November
2016, Mr Tejada was Finance Director for Europe at Grupo Lar from July 2006 to November 2016. Internal
Audit Manager in a hospitality group from April 2004 to June 2006 and previously Audit Senior in Arthur
Andersen from September 1999 up to March 2003. Mr Tejada holds a degree in business administration from
the San Pablo-CEU University (Madrid) and an MBA from the EOI Business School (Madrid).
Pilar Martín Bolea. Prior to her appointment as Head of Legal of the Company in April 2016, Ms. Martín was
an in-house counsel at MVCSA from July 2013 to April 2016, at FCC Construcción, S.A. from April 2007 to
July 2013 (Head of Legal Real Estate); and at Promociones y Urbanizaciones Martín, S.A. from December 1994
to April 2007 (Lawyer and Secretary of the Board.). Ms. Martín holds a law degree from the Complutense
University of Madrid, with diplomas in Criminal Forensics and Labor Forensics. She is a member of the Bar
Association of Madrid since 1992.
Miguel A. Melero Puerta. Prior to his appointment as Head of Corporate Resources of the Company in July
2017, Mr Melero was Consultancy Director at Deloitte from September 2011 to July 2017, Head of Corporate
Resources at Grupo Lar from April 2003 to September 2011, Director of Industry Sector at Capgemini from
March 2001 to April 2003, Director of Services and Services Development at Dinsa from February 1998 to
March 2001 and a Consultant and Project Manager at Ernst & Young from January 1995 to January 1998. Mr
Melero holds MSc in computer science from the Universidad Politécnica of Madrid.
Raquel Bueno Montávez. Prior to her appointment as Director of Corporate Development and Investor
Relations of the Company in October 2016, Ms. Bueno was head of strategy at MVCSA from March 2009 to
October 2016 and investor relation analyst at MVCSA from June 2008 to March 2009, senior associate at
BBVA’s private equity division from March 2003 to June 2008 and B2C analyst at BBVA’s e-business division
from July 2001 to March 2003. Ms. Bueno holds a degree in Market Research and Techniques from the
University of Cordoba (ETEA) and a Masters in Finance from the BBVA Finance School.
Share Ownership
None of the Company’s directors or members of our administrative, supervisory or management bodies directly
holds any Shares as of the date of this Prospectus.
Compensation
Compensation of directors
The compensation of the members of the Board of Directors is determined by the Company’s general
shareholders’ meeting. Pursuant to the Company’s bylaws, compensation of directors in their capacity as such
shall observe the directors’ compensation policy that must be approved by the general shareholders’ meeting at
least every three years.
In addition, directors performing executive duties in the Company will be entitled to receive compensation for
such duties in accordance with the terms of their respective contracts executed with the Company for that
purpose. Such contracts shall be adapted to the directors’ compensation policy in force and must contemplate
the amount of fixed annual compensation and any variable compensation including the parameters for earning it,
as well as the main terms and conditions of the contract including, in particular, its term, any possible
indemnification for early termination or resolution of the contract, or any exclusivity, post-contractual non-
competition or minimum length clauses.
Compensation policy
On December 19, 2017, the Company’s general shareholders’ meeting approved the compensation policy for the
Company’s directors. The compensation policy sets forth the following:
(i) Compensation of directors in their capacity as such: the maximum aggregate amount of directors’
compensation in their capacity as such cannot exceed €2,000,000 per year for an indefinite term as long
as the general shareholders’ meeting does not approve anything to the contrary. This limit does not
include (a) any additional salary, compensation of any nature or payment in any other concept that
directors may receive in accordance with the Company’s bylaws and the compensation policy; (b) the
188
insurance policies described below; and (c) any reimbursement of out-of-pocket expenses properly
incurred by directors when attending meetings of the Board of Directors or its committees.
The specific determination of the amount corresponding to each director in its capacity as such
corresponds to the Board of Directors, which must take into account the duties and responsibilities of
each director, membership on the Board of Directors committees and other objective circumstances that
the Board may deem appropriate.
On December 19, 2017, the Board of Directors approved that the above-referred maximum aggregate
amount of €2,000,000 would be split as follows during the year 2018: (a) a fixed annual amount of
€85,000 for each non-executive member of the Board of Directors; (b) additional €25,000 to each
Chairperson of each Board of Directors’ committee and €15,000 to each member of such committees;
and (c) the remuneration of the non-executive Chairperson of the Board of Directors, which is
described in paragraph (iii) below. In 2018, each director will receive such amounts in proportion to the
time elapsed from the date of their appointment as directors to December 31, 2018.
(ii) Compensation of the Company’s Chief Executive Officer: Compensation of the Company’s Chief
Executive Officer, in his/her capacity as executive director, will consist of a fixed annual amount, a
variable compensation and a multi-year variable compensation, which may be paid either in cash or in
kind when so approved by the general shareholders’ meeting. Variable compensations shall take into
account the director’s professional performance and goals’ achievement and shall combine objectives
in the short, medium and long term so that continued performance and contribution to sustainable value
creation may be assessed. Such compensation is additional to the Chief Executive Officer’s right to
participate in the LTIP and the MIP (both as defined and described below) and any additional
compensation duly approved by the Company.
(iii) Compensation of the non-executive Chairperson of the Board of Directors: Compensation of the non-
executive Chairperson of the Board of Directors, in his/her capacity as non-executive director, will
consist of a fixed annual amount of €250,000, €15,000 in his/her capacity as member of the
Appointments and Remuneration Committee and a termination compensation of €500,000. These
amounts are comprised under the global €2,000,000 limit referred to in paragraph (i) above, and
additional to the non-executive Chairperson of the Board of Directors’ right to participate in the
Management Incentive Plan (as defined and described below) and any additional compensation duly
approved by the Company.
(iv) Other compensation of directors for services rendered outside their duties as board members:
Directors may be entitled to receive additional compensation for rendering the Company services
outside their duty as board members. Such compensation shall be approved by the Board of Directors,
at the proposal of the Appointments and Remuneration Committee, if paid in cash or by the general
shareholders’ meeting in case such compensation scheme is paid in shares, by delivery of option rights
on shares or by compensation indexed to the value of shares.
Chief Executive Officer’s services agreement
On November 22, 2016, the Company’s Board of Directors approved the services agreement entered into on the
same date by the Company and Mr Jorge Pérez de Leza Eguiguren to regulate the terms under which Mr Pérez
de Leza would render his services as Chief Executive Officer of the Company. This services agreement has been
amended with effects on Admission according to the terms described in the following paragraph and in
compliance with the compensation policy of the Company.
The compensation for the services rendered by Mr Pérez de Leza to the Company under such agreement are (a)
a base salary of €650,000, (b) an annual variable compensation that may reach 75% of Mr Pérez de Leza’s
salary base if he meets 100% of his objectives, and (c) in-kind compensation for a maximum amount of
€100,000, including a health insurance for Mr Pérez de Leza and his family, a life or accident insurance for Mr
Pérez de Leza, and any pension systems that the Board of Directors may decide. Such compensation is
additional to Mr Pérez de Leza’s right to participate in the LTIP and the MIP (both as defined and described
below) and any additional compensation duly approved by the Company.
2017 directors’ compensation
189
The total compensation received by members of the Board of Directors during the nine-month period ended
September 30, 2017 was €795 thousand.
Executive directors
The remuneration received during the nine-month period ended September 30, 2017 by the executive directors,
pursuant to the services agreement entered into with the Company, classified by item, was as follows:
Nine-month period ended September 30, 2017 (thousands of euros)

(1)
Director Salary Pension Schemes Insurance Premiums(2) Total
Jorge Pérez de Leza Eguiguren................. 666.9 6.0 11.9 684.4
(1) Includes gross amounts as follows: fixed salary, accrued annual bonus and in-kind compensation.
(2) Does not include D&O and accident policy contracted globally for the entire Board of Directors.
Non-executive directors
The non-executive directors of the Company during the nine-month period ended September 30, 2017 received
a total remuneration of €103.8.

(1)
Ignacio Moreno Martínez ......................... 103.8 - - 103.8
(1) Includes salary in kind.
(2) Does not include D&O and accident policy contracted globally for the entire Board of Directors
For the entire fiscal year 2017, the total remuneration accrued by the Company’s directors amounts to €1,035
thousand (€892.5 thousand of which would correspond to the Chief Executive Officer).
2016 directors’ compensation
For the year ended December 31, 2016, the total compensation accrued by the members of the Board of
Directors was €183 thousand.
Executive directors
The remuneration accrued during the financial year ended 31 December 2016 by the executive directors,
pursuant to the services agreement entered into with the Company, classified by item, was as follows:
2016 (thousands of euros)

(1)
Jorge Pérez de Leza Eguiguren................. 216.6 1.3 0.2 218.1
(1) Includes gross amounts as follows: fixed salary, accrued annual bonus and in-kind compensation.
(2) Does not include D&O and accident policy contracted globally for the entire Board of Directors.
Non-executive directors
The non-executive directors of the Company during the financial year ended 31 December 2016 received no
remuneration.
As of the date of this Prospectus, we estimate that the total remuneration payable to the directors of the
Company during one financial year would amount to €1,210,000 (not including the compensation corresponding
to the Chief Executive Officer) assuming that all directors are in their offices during the full year.
Compensation of senior management
The Board of Directors of the Company determines the compensation of our senior management team at the
proposal of the Appointments and Remuneration Committee.
190
2017 senior management compensation
The total compensation accrued by our senior management team amounted to €1,103.8 thousand during the
nine-month period ended September 30, 2017.

(2)
Fixed and variable remuneration Others Total
(1)
Senior management ........................................ 1,067.9 35.9 1,103.8
_____________
(1) These figures include the remuneration received by the executive members of the Board of Directors (the Chief
Executive Officer).
(2) These figures refer to pension schemes and insurance premiums.
For the entire fiscal year 2017, the total remuneration accrued by the Company’s senior managers amounts to
€1,453.5 thousand (€892.5 thousand of which would correspond to the Chief Executive Officer) assuming that
variable remuneration accrues in full and taking into account the date of appointment of senior managers.
2016 senior management compensation
For the year ended December 31, 2016, the total compensation received by our senior management team
amounted to €597.1 thousand.
2016 (thousands of euros)

2
Fixed and variable remuneration Others Total
1
Senior management .......................................... 586.6 10.5 597.1
(1) These figures include the remuneration received by the executive members of the Board of Directors (the Chief
Executive Officer).
(2) These figures refer to pension schemes and insurance premiums.
As of the date of this Prospectus, we estimate that the total remuneration (including fixed and variable) payable
to the senior management during one financial year would amount to €1,697.5 thousand (€892.5 thousand of
which would correspond to the Chief Executive Officer) assuming that all senior managers are in their offices
during the full year and that variable remuneration accrues in full.
Long-Term Incentive Plan
On December 19, 2017, the Company’s general shareholders’ meeting approved a long-term incentive plan (the
“LTIP”), in order to encourage the fulfillment of the Company’s business goals and to align the long-term
interests of the Company’s executive directors, managers and key employees with those of the Company’s
shareholders. The LTIP has been developed with the primary objective of incentivizing the sustainable
achievement of financial objectives and the creation of shareholder value.
The LTIP is solely addressed to executive directors (currently the Chief Executive Officer), members of senior
management and certain key employees. It is expected that initially there will be up to 16 LTIP beneficiaries,
with the possibility of adding more employees later on.
The LTIP consists in the free delivery of shares after a period of time, subject to the achievement of certain
performance objectives and the continued employment by the beneficiary. Specifically, the LTIP will be
comprised of three overlapping cycles of three years each, with the first cycle being slightly shorter. The first of
these cycles will begin on Admission and will last until December 31, 2020. The second cycle will begin on
January 1, 2019 and will end on December 31, 2021. Finally, the last cycle will begin on January 1, 2020 and
will last until December 31, 2022. Shares corresponding to each cycle will be delivered after payment of the
relevant taxes and beneficiaries receiving shares will be subject to the following holding periods:
(i) Executive directors (currently the Chief Executive Officer) must hold 100% of the shares received
under the LTIP for, at least, one year after receiving the shares.
191
(ii) Members of the senior management must hold 50% of the shares received under the LTIP for, at least,
one year after receiving the shares.
(iii) Other participants will not be required to hold the shares for a specific period of time.
The LTIP features a threshold level below which the incentive is not awarded, a target level corresponding to
100% of the objective and a maximum level providing an upside for overachievement (150%).
The total amount in euro to be delivered during the LTIP at the target level (i.e., assuming 100% of achievement
of the objectives) amounts to €6.1 million (the “Total Target Amount in Euro”). The total amount in euro to
be delivered during the LTIP at the maximum level (i.e., assuming 150% of achievement of the objectives)
amounts to €9.1 million (the “Total Maximum Amount in Euros”).
The Total Target Amount in Euro shall be allocated among the LTIP beneficiaries. The amount to be received
by each LTIP beneficiary assuming achievement of 100% of the objectives is referred to as the “Target
Amount in Euro.” The number of target shares to be received by each LTIP beneficiary (the “Target Shares”)
will be the result of dividing the Target Amount in Euro by the price applicable to the shares in each cycle (the
“LTIP Share Price”). The LTIP Share Price will be, for the first cycle, the Offer Price and, for subsequent
cycles, the average closing price during the 30 trading sessions immediately prior to the start of each cycle.
The Target Amount in Euro of the Chief Executive Officer amounts to €975,000 for the first cycle and €487,000
for each of the second and the third cycles. The Maximum Amount in Euros of the Chief Executive Officer
amounts to €1,462,500 for the first cycle and €731,250 for each of the second and the third cycles.
The final number of shares to be granted to each beneficiary after each cycle will be the result of multiplying (i)
the Target Shares by (ii) the “Weighted Payout Coefficient,” which depends on the average level of
achievement of the performance metrics and will range from 0 to 150.
For the first cycle, the Weighted Payout Coefficient is the weighted average of the payout coefficients for the
following three performance metrics:
(i) Total Shareholder Return (“TSR”): a TSR objective will be set as a value creation objective for each
cycle, it will represent 50% of the total Weighted Payout Coefficient and the payout coefficient will
range between 0% and 150%.
(ii) EBITDA: an EBITDA objective will be set as a growth objective for each cycle, it will represent 25%
of the total Weighted Payout Coefficient and the payout coefficient will range between 0% and 150%.
(iii) Gross Margin: a gross margin objective will be set as an efficiency objective for each cycle, it will
represent 25% of the total Weighted Payout Coefficient and the payout coefficient will range between
0% and 150%.
The payout coefficient of each performance metric will be determined in accordance with a specific
performance scale for each metric. For the payment of the Weighted Payout Coefficient of the first cycle, the
EBITDA and Gross Margin metrics will be measured from January 1, 2018 to December 31, 2020, and the TSR
metric will be measured from Admission to December 31, 2020.
For the avoidance of doubt, the beneficiaries of the LTIP will also retain a profit or a loss if the market price of
the Company’s shares at the time of delivery is respectively higher or lower than the LTIP Share Price.
Executive directors and members of senior management will be subject to clawback provisions under the LTIP
for a period of up to two years after the delivery of the shares. The clawback may be potentially applied over the
shares received by the beneficiaries (after taxes). The most common reasons that could trigger a clawback are:
(i) Company losses (negative EBITDA/profit after tax) in the two years following the conclusion of the LTIP,
when such losses are attributable to negligent management decisions that took place during any of the cycles of
the LTIP; (ii) material restatements of the Company’s financial statements, when so considered by external
auditors, except when these restatements are due to changes in accounting standards; and (iii) serious breach of
the Company’s Internal Code of Conduct in the Securities Markets by a beneficiary.
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Management incentive plan (MIP)
The Santander Entities and the BBVA Entities agreed to put in place a cash and shares incentive plan (the
“Management Incentive Plan” or “MIP”) with the objective of rewarding several of our key officers (Non-
Executive Chairperson of the Board of Directors, Chief Executive Officer and seven other key employees) for
their contribution to the IPO process and in order to retain them duly motivated and aligned with the
shareholders’ interest, with the payment linked to the key officers remaining in the Company. The MIP will
enter into force on Admission and will be paid by the Santander Entities and the BBVA Entities.
Given that the MIP will be fully paid by the Santander Entities and the BBVA Entities, the Company will
record, on an accrual basis, this payment in its income statement as personnel expenses and the funding of this
payment by the Santander Entities and the BBVA Entities as a contribution to the reserves of Group.
The amount payable under the MIP will be discretional according to certain metrics related with the IPO success
and market capitalization reached by the Company upon admission, as defined by the Santander Entities and the
BBVA Entities, depending on which the aggregate amount of the MIP will range between approximately €1.15
million (out of which €0.5 million would correspond to the Chief Executive Officer) and €6.7 million (out of
which €3.5 million would correspond to the Chief Executive Officer).
The MIP will be paid to each beneficiary as follows:
(i) 50% of the aggregate MIP amount will be paid in cash within fifteen days from Admission.
(ii) 25% of the aggregate MIP amount will be paid in Company’s shares and net of any related taxes after
one year of continued employment from Admission. The reference price to calculate the amount of
shares to be delivered to each beneficiary of the MIP will be the Offer Price.
(iii) 25% of the aggregate MIP amount will be paid in Company’s shares and net of any related taxes after
two years of continued employment from Admission. The reference price to calculate the amount of
shares to be delivered to each beneficiary of the MIP will be the Offer Price.
Payment of the MIP is subject to the beneficiary’s employment or services contract being in force on each date
of payment. Shares delivered under the MIP will not be subject to lock-up periods.
D&O insurance policy
We maintain an insurance policy that protects the members of the Board of Directors from liabilities incurred as
a result of actions taken in their official capacity as directors, up to an aggregate limit of €70 million.
Family relationships
There are no family relationships and no “close relatives” (as this term is defined in applicable regulations for
related party transactions and, in particular, in Order EHA/3050/2004, of September 15, 2004, on information to
be disclosed by listed companies regarding related party transactions) among the directors, the directors and
other members of the Company’s senior management or the members of the Company’s senior management.
No convictions and other negative statements
To the best of the Company’s knowledge, none of the members of the Board of Directors or members of its
senior management have, in the five years preceding the date of this Prospectus: (i) been convicted in relation to
fraudulent offenses; (ii) acted as directors of entities affected by bankruptcy, receivership or liquidation; (iii)
been publicly incriminated and/or sanctioned by statutory or regulatory authorities (including designated
professional bodies); or (iv) been disqualified by a court from acting as a member of the administrative,
management or supervisory bodies of an issuer of securities or from acting in the management or conduct of the
affairs of any issuer.
193
PRINCIPAL AND SELLING SHAREHOLDERS
As of the date of this Prospectus, the Company’s issued share capital amounts to €1,092,069,657.44, divided
into a single class of 151,676,341 shares, with a nominal value of € 7.20000001476829 each. The Santander
Entities which are Selling Shareholders are offering to sell up to 27,510,711 Initial Offered Shares in the
Offering, representing up to 18.14% of the Shares of the Company, and the BBVA Entities which are Selling
Shareholders are offering to sell up to 11,619,724 Initial Offered Shares in the Offering, representing up to
7.66% of the Shares of the Company. In addition, up to an additional 5,869,565 Additional Shares may be sold
by Altamira Santander Real Estate, S.A. (4,126,606 Additional Shares) and Anida Operaciones Singulares, S.A.
(1,742,959 Additional Shares) pursuant to the Over-Allotment Option.
The following table sets forth certain information with respect to the beneficial ownership of the Shares prior to
and after the Offering.
Prior to the Offering After the Offering

Number of Number of
Shares Shares
beneficially beneficially
owned owned
Number of (assuming no (assuming
Shares exercise of the exercise of the
beneficially Over-Allotment Over-Allotment
Beneficial Owner owned % Option) % Option in full) %
Santander Entities (1) 108,371,091 71.45% 80,860,380 53.31% 76,733,774 50.59%

Banco Santander, S.A. 54,446,556 35.90% 54,446,556 35.90% 54,446,556 35.90%
Altamira Santander Real
Estate, S.A. 26,426,709 17.42% 12,452,725 8.21% 8,326,119 5.49%
Luri 6, S.A. 13,536,727 8.92% - - - -
Banco Popular, S.A. 8,187,940 5.40% 8,187,940 5.40% 8,187,940 5.40%
Aliseda, S.A. 3,348,667 2.21% 3,348,667 2.21% 3,348,667 2.21%
Inversiones Inmobiliarias
Canvives, S.A. 2,424,492 1.60% 2,424,492 1.60% 2,424,492 1.60%
BBVA Entities (2) 43,242,562 28.51% 31,622,838 20.85% 29,879,879 19.70%

Banco Bilbao Vizcaya
Argentaria, S.A. 14,321,573 9.44% 14,321,573 9.44% 14,321,573 9.44%
BBVA Propiedad, S.A. 3,844,162 2.53% - - -
Anida Operaciones
Singulares, S.A. 19,036,958 12.55% 17,301,265 11.41% 15,558,306 10.26%
Arrels Ct Finsol, S.A. 891,714 0.59% - - - -
Arrels Ct Patrimoni I
Projectes, S.A. 302,112 0.20% - - - -
Anida Desarrollos
Inmobiliarios, S.L. 3,404,290 2.24% - - - -
L Eix Immobles, S.L. 360,161 0.24% - - - -
Arrahona Nexus, S.L. 445,524 0.29% - - - -
Unnim Sociedad para la
Gestión de Activos
Inmobiliarios, S.A. 366,624 0.24% - - - -
Gescat Gestió De Sòl,
S.L. 154,522 0.10% - - - -
Prov-Infi-Arrahona, S.L. 114,922 0.08% - - - -
- - - -
Minority shareholders(3)......... 61,023 0.04% 61,023 0.04% 61,023 0.04%
Treasury shares ..................... 1,665 0.00% 1,665 0.00% 1,665 0.00%
Free float ................................ - - 39,130,435 25.80% 45,000,000 29.67%
TOTAL .................................. 151,676,341 100% 151,676,341 100% 151,676,341 100%
_______
(1) Includes Shares held directly by Banco Santander and indirectly through the Santander Entities.
(2) Includes Shares held directly by BBVA and indirectly through the BBVA Entities.
(3) As of the date of this Prospectus there are approximately 2,471 minority shareholders.
194
The Company has agreed to grant the minority shareholders that owned shares of the Company prior to the
Offering the right to sell their shares to the Company at the Offering Price. These shareholders will have the
right to sell to the Company the shares they owned prior to the Offering for a period of 1 month from
Admission. The Company will carry out the acquisition of these shares under the authorization granted by the
General Shareholders’ Meeting on December 19, 2017 and in compliance with the applicable rules governing
transactions with own shares.
Furthermore, as a result of the expected indirect acquisition by The Blackstone Group L.P. (“Blackstone”) of
51% of part of the non-performing real estate business of Banco Popular and some of its affiliates, it is expected
that, after the Admission, Banco Popular will sell 5,990,548 shares of the Company (which represent 3.95% of
the present share capital of the Company) to Project Quasar Investments 2017, S.L., a company that will be
owned by Blackstone (51%) and Banco Popular (49%) (“Project Quasar”) (expected to happened within the
first quarter of 2018).
The referred 3.95% of the share capital of the Company is part of a portfolio of assets which includes, inter alia,
the shares of Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A., current shareholders of the
Company. In August 2017, Blackstone, Banco Popular and Banco Santander agreed on an aggregate price to be
paid by Blackstone to Banco Popular in consideration for the entire portfolio of assets (which had an aggregate
gross book value of approximately €30,000 million).
As notified by Banco Popular to the CNMV in a relevant fact (hecho relevante) dated August 8, 2017, Banco
Popular and Blackstone will set up a company (Project Quasar Investments 2017, S.L.) to which Banco Popular
will transfer part of its non-performing real estate business (which includes the referred 3.95% stake in the
Company). Today, the 3.95% stake in the Company’s capital to be sold to Project Quasar Investments 2017,
S.L. is owned (directly and indirectly) by Banco Popular as follows: (i) Banco Popular, S.A.: 0.14%; (ii)
Aliseda, S.A.U.: 2.21%; and (iii) Inversiones Inmobiliarias Canvives, S.A.: 1.60%. Before completing the
Quasar transaction, Banco Popular will contribute 0.14% of share capital of the Company to Inversiones
Inmobiliarias Canvives, S.A. On closing of the Quasar transaction, Banco Popular will sell/contribute 100% of
the share capital of Aliseda, S.A.U. and Inversiones Inmobiliarias Canvives, S.A. to Project Quasar Investments
2017, S.L. At that point in time, Blackstone will become an indirect shareholder of the Company through its
51% participation in Project Quasar Investments 2017, S.L.
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RELATED PARTY TRANSACTIONS
We enter into transactions with certain related parties or our affiliates from time to time and in the ordinary
course of our business. Material related party transactions entered into during the period covered by the
Financial Statements and up to the date of this Prospectus are set out below.
We do not enter into transactions with our subsidiaries, affiliates and other related parties on terms more
favorable to them than we would offer third parties. We believe that the prices, interest rates and the terms and
conditions set forth in the below-mentioned transactions are comparable to those that would be obtained at
arm’s length with unrelated parties, which, in turn, comply with applicable transfer pricing regulations.
Moreover, we believe that we have complied and are in compliance in all material respects with the
requirements of the relevant provisions of our bylaws and the Spanish laws governing related party transactions
with respect to all of our transactions with related parties.
For additional information on our transactions with related parties see note 20 of the Interim Financial
Statements and note 18 to the Annual Financial Statements.
Related party transactions with our significant shareholders
During the nine-month period ended September 30, 2017, we recorded expenses of €4.2 million relating to
commissions and interest paid to significant shareholders.
Related party transactions with Group employees companies or entities
During the nine-month period ended September 30, 2017, we recorded expenses of €1.3 million from related
party transactions with group employees, companies or entities, relating principally to the purchase of inventory,
and recorded income of €0.8 million for services provided by us to MVCSA related to marketing, land
management and other services. In 2016, we recorded an expense of €2.5 million related to technology and
other services provided to us by MVCSA under a corporate management contract and recorded income of €0.1
million for services provided by us to Merlin Properties SOCIMI, S.A. related to marketing, land management
and other services.
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DESCRIPTION OF SHARE CAPITAL
The following summary provides information concerning the Company’s share capital and briefly describes
certain significant provisions of the Company’s bylaws and Spanish corporate law, the Spanish Companies Act,
Spanish Act 3/2009 on Structural Amendments of Private Companies (Ley 3/2009, de 3 de abril, sobre
modificaciones estructurales de las sociedades mercantiles), the LMV and Royal Decree 878/2015 on clearing,
settlement and registry of negotiable securities in book-entry form, and transparency requirements for issuers of
securities admitted to trading on an official secondary market (Real Decreto 878/2015, sobre compensación,
liquidación y registro de valores negociables representados mediante anotaciones en cuenta, sobre el régimen
jurídico de los depositarios centrales de valores y de las entidades de contrapartida central y sobre requisitos
de transparencia de los emisores de valores admitidos a negociación en un mercado secundario oficial).
This summary does not purport to be complete and is qualified in its entirety by reference to the Company’s
bylaws, the Spanish Companies Act and other applicable laws and regulations. Copies of the Company’s bylaws
are available at our principal headquarters and on our website (http://metrovacesa.com—Investors and
Shareholders—Articles of Association) and the CNMV’s offices.
General
The Company was incorporated as a corporation for an indefinite term under public deed executed on February
18, 2016, under the corporate name Metrovacesa Suelo y Promoción, S.A. (on June 30, 2017 the Company’s
General Shareholders’ Meeting resolved to change the Company’s corporate name to Metrovacesa, S.A. This
resolution was executed on public deed on November 10, 2017 and registered with the Commercial Registry of
Madrid on November 29, 2017). The commercial name of the issuer is “Metrovacesa”.
The Company’s main corporate purpose is (i) the acquisition or development of all kinds of real estate plots or
buildings for their development or improvement for their sale, (ii) the development and parceling of real estate
assets in general, and (iii) the acquisition of land and real estate urban assets or any kind of rights in rem over
real estate assets for their sale, (iv) the real estate management either directly or through its affiliates, for its own
benefit or for the benefit of third parties, and the development and management of real estate communities, (v)
the acquisition, sale, intermediation, development, commercialization and management of real estate assets—
rural, urban or industrial—including for leasing purposes, (vi) the rehabilitation, refurbishment or siting of
buildings or part of them, (vii) the creation, formation and exploitation of urban developments of any kind, (viii)
providing technical advice and carrying out studies and project regarding the real estate activities included in
this paragraph, specifically regarding the execution of technical, legal and commercial activities for urban
development that may be necessary for launching, constructing or any other form of exploitation of parking lots,
nursing homes, student housing, hotels and any other type of social or community facilities, and (ix) the
ownership and management golf courses and development and sale of sports clubs. Finally, the Company may
also participate in other companies conducting an analogous corporate object in the manner set forth by the
Board of Directors.
At the date of this Prospectus, the Company’s issued share capital consists of €1,092,069,657.44 divided into a
single series of 151,676,341 Shares, with a nominal value of € 7.20000001476829 each and each with an ISIN
code ES0105122024 allocated by the Spanish National Agency for the Codification of Securities (Agencia
Nacional de Codificación de Valores Mobiliarios), an entity dependent upon the CNMV. All of the Company’s
Shares are fully subscribed and paid up. Non-residents of Spain may hold Shares and vote, subject to the
restrictions described under “Restrictions on Foreign Investment.”
The Company’s Shares are represented by book entries and the entity responsible for maintaining the
corresponding accounting records is Iberclear, with registered office at Plaza de la Lealtad, 1, 28014 Madrid,
Spain.
The Company was originally incorporated with a share capital of €492,044,504.64, divided into 3,075,278,154
Shares with a nominal value of €0.16 each. On June 30, 2017, the Company approved two capital increases. The
first of these capital increases was carried out on September 15, 2017 and the new Shares were fully paid and
subscribed through non-monetary contributions by the Santander Entities (Luri 6, S.A. and Banco Santander
Totta, S.A. did not suscribe any shares in the context of this capital increase) and the BBVA Entities (BBVA
Propiedad, S.A. did not subscribe any shares in the context of this capital increase). The non-monetary
contributions were valued by an independent expert appointment by the Commercial Registry of Madrid, this is,
Valtecnic, S.A. The total effective amount of this capital increase was €1,097,324,055.52, in consideration for
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the issuance of 2,901,243,704 new ordinary shares of the Company with a nominal value of €0.16 and a share
premium of €0.218225398304071 each, divided into €464,198,992.64 of share capital and €633,125,062.88 of
share premium. After this capital increase, the share capital of the Company amounted to €956,243,497.28,
divided into 5,976,521,858 Shares.
The second of these capital increases was carried out on October 26, 2017 and the new Shares were fully paid
and subscribed through monetary contributions by the minority shareholders of the Company. The total effective
amount of this capital increase was €84,744.80, in consideration for the issuance of 224,059 new ordinary shares
of the Company with a nominal value of €0.16 and a share premium of €0.218225398304071 each, divided into
€35,849.44 of share capital and €48,895.36 of share premium. After this capital increase, the share capital of the
Company amounted to €956,279,346.72, divided into 5,976,745,917 Shares of €0.16 each.
On November 24, 2017, the Company approved two additional capital increases in order to execute the
Transaction. The first of these capital increases was carried out through a non-monetary contribution of shares
representing 99.93% of the share capital of Metrovacesa Arrendamiento, contributed by the Santander Entities
(excluding Banco Santander Totta, S.A., Aliseda, S.A. and Inversiones Inmobiliarias Canvives, S.A.) and
certain BBVA Entities (this is, Banco Bilbao Vizcaya Argentaria, S.A., BBVA Propiedad, S.A. and Anida
Operaciones Singulares, S.A.). The total amount of this capital increase was €316,728,693.31, in consideration
for the issuance of 848,358,236 new ordinary shares of the Company with a nominal value of €0.16 and a share
premium of €0.213343099495373 each, divided into €135,737,317.76 of share capital and €180,991,375.55 of
share premium. The issue rate was calculated on the basis of existing appraisals based on the NNAV as of June
30, 2017 and the non-monetary contributions were valued by an independent expert appointment by the
Commercial Registry of Madrid, i.e., Auren Auditores MAD, S.L.P. This capital increase was carried out on
November 27, 2017 and was registered with the Commercial Registry of Madrid on December 4, 2017. After
this capital increase the share capital of the Company amounted to 1,092,016,664.48, divided into 6,825,104,153
Shares of €0.16 each.
The second of these capital increases was a capital increase through a non-monetary contribution of shares
representing 0.07% of the share capital of Metrovacesa Arrendamiento, contributed by the minority shareholders
of the Metrovacesa Arrendamiento. Considering that the minority shareholders of Metrovacesa Arrendamiento
are a heterogeneous group, they have been afforded a period of subscription of one month in order to allow them
to review a proposed resolution related to the non-monetary capital increase. The total effective amount of this
capital increase was €123,653.47, in consideration for the issuance of 331,206 shares with a nominal value of
€0.16 and a share premium of €0.213343099495373 each, divided into €52,992.96 of share capital and
€70,660.51 of share premium. The issue rate was calculated on the basis of existing appraisals based on the
NNAV as of June 30, 2017 and the non-monetary contributions were valued by an independent expert
appointment by the Commercial Registry of Madrid, i.e., Auren Auditores MAD, S.L.P. This capital increase
was carried out on January 8, 2018 and was registered with the Commercial Registry of Madrid on January 12,
2018. After this capital increase, the share capital of the Company amounted to €1,092,069,657.44, divided into
6,825,435,359 Shares of €0.16 each.
The summary table below outlines these capital increases.
Nominal Total amount Total effective

Date of value of share capital Aggregated amount
corporate Date of public Number of Share premium per share premium (nominal and
resolution deed issued shares (in €) share (in €) (in €) (in €) premium)
June 30, 2017 Sep. 15, 2017 2,901,243,704 0.16 0.218225398304071 464,198,992.64 633,125,062.88 1,097,324,055.52
June 30, 2017 Oct. 26, 2017 224,059 0.16 0.218225398304071 35,849.44 48,895.36 84,744.80
Nov. 24, 2017 Nov. 27, 2017 848,358,236 0.16 0.213343099495373 135,737,317.76 180,991,375.55 316,728,693.31
Nov. 24, 2017 Jan. 8, 2018 331,206 0.16 0.213343099495373 52,992.96 70,660.51 123,653.47
Finally, on December 19, 2017, the Company approved a 1-for-45 reverse split, reducing the number of Shares
from 6,825,435,359 to 151,676,341 Shares. With regards to those shareholders, different from the Santander
Entities and the BBVA Entities, the Company committed to acquire the shares of those shareholders that do not
allow for the acquisition of one share of the Company after the reverse split. In this context, the Company has
resolved to acquire this shares at a price equal to the NAV per share (€0.382916811480576) and, if the Offering
Price is higher than the NAV per share, to compensate those shareholder for an amount equal to the difference
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between the paid price and the Offering Price. The reverse split was carried out on January 11, 2018 and
registered with the Commercial Registry of Madrid on January 16. 2018.
The summary table below outlines all the main changes in the Company’s share capital since its incorporation.
Total amount of
Date of Nominal value share capital
corporate Date of public Corporate Number of issued Number of Resulting share
resolution deed action (in €) redeemed shares (in €) resulting shares capital
Spin-off
Dec. 29, 2015 Feb. 18, 2016 0.16 3,075,278,154 492,044,504.64 3,075,278,154 492,044,504.64
(escisión)
June 30, 2017 Sep. 15, 2017 Capital increase 0.16 2,901,243,704 464,198,992.64 5,976,521,858 956,243,497.28
June 30, 2017 Oct. 26, 2017 Capital increase 0.16 224,059 35,849.44 5,976,745,917 956,279,346.72
Nov. 24, 2017 Nov. 27, 2017 Capital increase 0.16 848,358,236 135,737,317.76 6,825,104,153 1,092,016,664.48
Nov. 24, 2017 Jan. 8, 2018 Capital increase 0.16 331,206 52,992.96 6,825,435,359 1,092,069,657.44
Dec. 19, 2017 Jan 11, 2018 Reverse split 7.20000001476829 151,676,341 1,092,069,657.44 151,676,341 1,092,069,657.44
Dividend and Liquidation Rights
Holders of the Company’s Shares have the right to participate in distributions of the Company’s profits and
proceeds from a liquidation, proportionally to their paid up share capital. However, there is no right to receive a
minimum dividend.
Payment of dividends is proposed by the Board of Directors and must be authorized by the Company’s
shareholders at a general shareholders’ meeting. Holders of Shares participate in such dividends from the date
agreed by a general shareholders’ meeting. Additionally, interim dividends (dividendo a cuenta) may also be
distributed among shareholders directly upon approval by the Board of Directors provided that: (i) there is
sufficient liquidity to pay the interim dividend; and (ii) the amount distributed does not exceed the amount
resulting from deducting from the earnings booked since the end of the previous year, the sum of previous
years’ losses, the amounts earmarked for the legal or bylaws’ reserves, and the estimated tax due on the
aforesaid earnings. The Spanish Companies Act requires each company to allocate at least 10.0% of its net
income each year to a legal reserve until the balance of such reserve is equivalent to at least 20.0% of such
company’s issued share capital. A company’s legal reserve is not available for distribution to its shareholders
except upon such company’s liquidation. As of September 30, 2017, the Company had no legal reserve.
According to the Spanish Companies Act, dividends may only be paid out of profits or distributable reserves
(after the compulsory allocation to mandatory reserves, including the legal reserve, and only if the value of the
Company’s net worth is not, and as a result of distribution would not be, less than the Company’s share capital).
In addition, no profits may be distributed unless the amount of distributable reserves is at least equal to the
amount of the research and development expenses recorded as an asset on the Company’s balance sheet.
Accordingly, the Company’s ability to make a distribution to shareholders will depend on the Company’s ability
to generate net profits in future periods in order to achieve sufficient distributable reserves. See “Capitalization
and Indebtedness”.
In accordance with Article 947 of the Spanish Commercial Code, the right to a dividend lapses and reverts to the
Company if it is not claimed within five years after it becomes payable.
The Company is not aware of any restriction on the collection of dividends by non-resident shareholders. All
holders will receive dividends through Iberclear and its member entities, without prejudice to potential
withholdings on account of the Non Resident Income Tax that may apply. See “Taxation”.
In the event of the Company’s liquidation, the Company’s shareholders would be entitled to receive
proportionately any assets remaining after payment of the Company’s debts and all applicable taxes and
expenses.
The Company’s ability to distribute dividends in the near future will depend on a number of factors, including
(but not limited to) the amount of the Company’s distributable profits and reserves and its investment plans,
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earnings, level of profitability, cash flow generation, restrictions on payment of dividends under local applicable
law (both on the Company and on any Group entity), compliance with covenants in the Company’s debt
instruments (see details set out in “Dividend Policy”), the level of dividends paid or Shares repurchased by other
comparable listed companies doing business in Spain and such other factors as the Board of Directors or the
shareholders may deem relevant from time to time.
Shareholders’ Meetings and Voting Rights
Pursuant to the Company’s bylaws, the Company’s general shareholders’ meeting Regulations and the Spanish
Companies Act, ordinary annual general shareholders’ meetings shall be held during the first six months of each
financial year on a date fixed by the Board of Directors. Extraordinary general shareholders’ meetings may be
called by the Board of Directors whenever it deems appropriate, or at the request of shareholders representing at
least 3.0% of the Company’s issued share capital. Following Admission, notices of all general shareholders’
meetings will be published in the Commercial Registry’s Official Gazette or in one of the main newspapers of
Spain, on our corporate website and on the website of CNMV, at least one month’s prior to the date when the
meeting is to be held, except as discussed in the following paragraph.
In addition, once the Company’s Shares are trading, if the Company offers its shareholders the ability to vote by
electronic means accessible to all of them, extraordinary general shareholders’ meetings may be called on 15
days’ notice. The decision to permit such reduction of the call period should be taken by a majority of not less
than two thirds of the voting capital represented in an ordinary annual general shareholders’ meeting, and the
authorization shall be granted for a term which shall not exceed the date of the subsequent annual ordinary
general shareholders’ meeting.
Action is taken at ordinary general shareholders’ meetings on the following matters: (i) the approval of the
management of the Company carried out by the Board of Directors during the previous financial year, (ii) the
approval of the financial statements from the previous financial year, and (iii) the application of the previous
financial year’s income or loss. All other matters can be considered at either an extraordinary or an ordinary
general shareholders’ meeting if the matter is within the authority of the meeting and is included on the agenda
(with certain exceptional items which do not need to be included on the agenda to be validly passed, like
dismissal of directors and the decision to bring the liability action against directors of the Company). The
liability action against directors shall be brought by the company pursuant to a general shareholders’ meeting
decision, which may be adopted at the request of any shareholder even where not included on the agenda. A
company’s bylaws cannot require qualified majority for the adoption of such resolution. The general
shareholders’ meeting may consent or waive such action at any time, unless an objection is raised thereto by
shareholders representing 5% of the share capital. The decision to bring an action or reach a settlement shall
entail the removal of the relevant directors. The approval of the financial statements shall not preclude action for
liability nor constitute a waiver of the action agreed or brought.
According to the Spanish Companies Act—and in addition to the matters referred to in the previous paragraph
and any other matters as provided by law, the Company’s bylaws or the general shareholders’ meeting
Regulations—the following matters among others fall within the authority of the general shareholders’
meetings: (a) the appointment and removal of the members of the Board of Directors, the Company’s liquidators
and the Company’s auditors, as well as the exercising of the corporate action for liability against any of them;
(b) the amendment of the Company’s bylaws; (c) the increase or reduction of the share capital—or granting to
the Board of Directors authority to increase the share capital; (d) the exclusion or limitation of shareholders’
preferential subscription rights—or granting to the Board of Directors authority to exclude or limit it; (e) the
transformation, merger, demerger or transfer of all the Company’s assets and liabilities, moving the Company’s
registered offices abroad; (f) the dissolution of the Company and the approval of transactions that have the effect
of winding-up the Company; (g) the approval of the final winding up balance sheet; (h) the acquisition, disposal
or transfer of core assets to another company; (i) the transfer of core activities previously carried out by the
parent company to subsidiaries, even if the Company retains full control of the activities; and (j) the approval of
the directors’ remuneration policy in the terms provided by the law. An activity or asset will be deemed to be
core if the transaction volume exceeds 25% of the total assets recorded in the most recently approved company’s
balance sheet.
Also, the general shareholders’ meetings shall vote separately on substantially independent matters. Even if
included in the same item on the agenda, the following shall be voted separately: (i) the appointment, re-
election, ratification or separation of directors; (ii) the advisory vote on the Annual report on directors’
remuneration; and (iii) in resolutions to amend the bylaws, each substantially independent article or group of
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articles.
Each Share entitles the holder to one vote and there is no limit as to the maximum number of voting rights that
may be held by each shareholder or by companies of the same group. Shareholders with 10 or more shares, who
are duly registered in the book entry records maintained by Iberclear, and its member entities, five days prior to
the day on which a general shareholders’ meeting is scheduled and in the manner provided in the notice for such
meeting, are entitled to attend and vote at such meeting. The notice calling the general shareholders’ meeting
shall indicate the date on which the Company’s Shares must be held by a shareholder in order for the latter to
participate in a general shareholders’ meeting and to vote in respect of his/her Shares.
Any Share may be voted by proxy. Proxies must be in writing or in electronic form acceptable under the
Company’s bylaws, and are valid for a single general shareholders’ meeting. Proxies may be given to any
person, whether or not a shareholder. Proxies must specifically refer to the general shareholders’ meeting. A
proxy may be revoked by giving notice to the Company prior to the meeting or by the shareholder attending the
meeting in person.
Proxy holders will be required to disclose any conflict of interest prior to their appointment. In the event a
conflict of interest arises after the proxy holder’s appointment, such conflict of interest must be immediately
disclosed to the relevant shareholder. In both cases, the proxy holder shall not exercise the shareholder’s rights
unless the latter has given specific voting instructions for each resolution in respect of which the proxy holder is
to vote on behalf of the shareholder. A conflict of interest in this context may in particular arise where the proxy
holder is: (i) the Company’s controlling shareholder, or another entity controlled by such shareholder; (ii) a
member of the Board of Directors, management or supervisory body of the Company, or of a controlling
shareholder or another entity controlled by such shareholder; (iii) our employee or auditor, or employee or
auditor of a controlling shareholder or another entity controlled by such shareholder; (iv) a natural person
related to those mentioned in (i) to (iii) above.
A person acting as a proxy holder may hold a proxy from more than one shareholder without limitation as to the
number of shareholders so represented. Where a proxy holder holds proxies from several shareholders, he/she
will be able to cast votes for a shareholder differently from votes cast for another shareholder.
Entities appearing as holders of Shares in the book entry records but acting on behalf of different persons shall
always be entitled to exercise voting rights in a divergent manner in order to comply with conflicting voting
instructions received from their clients. These entities may also delegate voting rights to each of the indirect
holders or their nominees, without limits on the number of delegations.
Pursuant to the Company’s general shareholders’ meeting Regulations and the Spanish Companies Act, on the
first call of an ordinary or extraordinary general shareholders’ meeting, attendance in person or by proxy of
shareholders representing at least 25.0% of the Company’s voting capital will constitute a quorum. If the
meeting is not quorate on the first call, the meeting can be reconvened in second call (provided the meeting
notice included both first and second call), which according to the Spanish Companies Act requires no quorum.
However, according to the Company’s bylaws, general shareholders’ meeting’s resolutions to increase or
decrease the Company’s share capital or otherwise modify the Company’s bylaws, issue bonds and securities
whose competence is not legally attributed to any other corporate body of the Company, suppress or limit the
preemptive subscription right over new Shares, transform, merge, spin off, globally assign the Company’s assets
and liabilities, transfer the Company’s registered address abroad, requires attendance in person or by proxy of
shareholders representing at least 50.0% of the Company’s voting capital on first call, and attendance in person
or by proxy of shareholders representing at least 25.0% of the Company’s voting capital on second call. In the
case of attendance in person or by proxy of shareholders representing more than 50.0% of the Company’s voting
capital, an absolute majority shall suffice to pass the aforementioned resolutions. On second call, and in the
event that less than 50.0% of the Company’s voting capital attends in person or by proxy, such resolutions may
only be passed upon the vote of shareholders representing two thirds of the attending share capital. The interval
between the first and the second call for a general shareholders’ meeting must be at least 24 hours. Resolutions
in all other cases require a simple majority of the votes corresponding to the capital stock present or represented
at such meeting.
Under the Spanish Companies Act, shareholders who voluntarily aggregate their shares so that the share capital
so aggregated is equal to or greater than the result of dividing the total share capital by the number of directors
have the right, provided there are vacancies on the Board of Directors, to appoint a corresponding proportion of
the members of the Board of Directors (disregarding fractions). Shareholders who exercise this right may not
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vote on the appointment of other directors.
A resolution passed at a general shareholders’ meeting is binding on all shareholders, although a resolution
which is (i) contrary to law or the bylaws or the internal regulations of the Company, or (ii) prejudicial to the
interest of the company and beneficial to one or more shareholders or third parties, may be contested. Damage
to company’s interest is also caused when the resolution, without causing damage to corporate assets, is
imposed in an abusive manner by the majority. An agreement is understood to have been imposed in an abusive
manner when, rather than responding reasonably to a corporate need, the majority adopts the resolution in their
own interests and to the unjustifiable detriment of the other shareholders. In the case of listed companies, the
required fraction of the Company’s share capital needed to be able to contest is 1/1000. The right to contest
would apply to those who were shareholders at the time when the resolution was taken (provided they hold at
least 0.1% of the share capital), directors and interested third parties. In the event of resolutions contrary to
public order, the right to contest would apply to any shareholders (even if they acquired such condition after the
resolution was taken), and any director or third party.
In certain circumstances—such as change or significant amendment of the corporate purpose, transformation or

transfer of registered address abroad—the Spanish Companies Act provides dissenting or absent shareholders
(including non-voting shareholders) the right to withdraw from the Company. If this right were exercised, the
Company would be obliged to purchase the relevant Shares at the average market price of the Shares in the last
quarter in accordance with the procedures established under the Spanish Companies Act.
Pre-emptive rights and Increases of Share Capital
Pursuant to the Spanish Companies Act and the Company’s bylaws, shareholders have preemptive rights to
subscribe for any new Shares issued against monetary contributions and for any new bonds convertible into
Shares. Such preemptive rights may be excluded when so required by the corporate interest under special
circumstances by a resolution passed at a general shareholders’ meeting or by the Board of Directors (when the
company is listed and the general shareholders’ meeting delegates to the Board of Directors the right to increase
the capital stock or issue convertible bonds and exclude preemptive rights), in accordance with Articles 308,
417, 504, 505, 506 and 511 of the Spanish Companies Act. As of the date hereof, the Company has neither
convertible nor exchangeable bonds outstanding and has not issued any warrants over the Company’s Shares.
Also, holders of Shares have the right of free allotment recognized in the Spanish Companies Act in the event of
capital increase against reserves.
Furthermore, the preemptive rights, in any event, will not be available in an increase in share capital against
non-cash contribution, by means of capitalization of credit rights, or to honor the conversion into Shares of
convertible bonds or in a merger in which Shares are issued as consideration. Preemptive rights are transferable,
may be traded on the AQS and may be of value to existing shareholders because new Shares may be offered for
subscription at prices lower than prevailing market prices.
As of the date of this Prospectus, there are no acquisition rights and or obligations over authorized but unissued
capital or an undertaking to increase the capital and there are no members of the group, the share capital of
which is under option or agreed conditionally or unconditionally to be put under option.
Shareholder Actions
Under the Spanish Companies Act, directors are liable to the company, shareholders and creditors for their acts
or omissions that are illegal or violate the bylaws and for failure to carry out their legal duties with diligence.
Under Spanish law, shareholders must generally bring actions against the directors as well as any other actions
against the Company or challenging corporate resolutions before the courts of the judicial district of the
Company’s registered address (currently Madrid, Spain).
Registration and Transfers
The Company’s Shares are in registered book entry form and are indivisible. Joint holders of Shares must
designate a single person to exercise their shareholders’ rights, but they are jointly and severally
(solidariamente) liable to the Company for all the obligations arising from their status as shareholders. Iberclear,
which manages the Spanish clearance and settlement system of the Spanish Stock Exchanges, maintains the
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central registry reflecting the number of Shares held by each of its member entities (entidades participantes).
Each member entity, in turn, maintains a registry of the owners of such Shares.
The Company’s Shares are freely transferable in accordance with the Spanish Companies Act, the LMV and any
implementing regulation.
As a general rule, transfers of shares quoted on the Spanish Stock Exchanges must be made through or with the
participation of a member of a Stock Exchange. Brokerage firms, or dealer firms, Spanish credit entities,
investment services entities authorized in other EU member states and investment services entities authorized by
their relevant authorities and in compliance with the Spanish regulations are eligible to be members of the
Spanish Stock Exchanges. See “Market Information.” Transfer of shares quoted on the Spanish Stock
Exchanges may be subject to certain fees and expenses.
Restrictions on Foreign Investment
Exchange controls and foreign investments were, with certain exceptions, completely liberalized by Royal
Decree 664/1999, of April 23 (Real Decreto 664/1999, de 23 de abril), which was approved in conjunction with
Law 18/1992, of July 1 (the “Spanish Foreign Investment Law”), bringing the existing legal framework on
foreign investments in line with the provisions of the Treaty of the EU.
According to regulations adopted under the Spanish Foreign Investment Law, and subject to the restrictions
described below, foreign investors may freely invest in shares of Spanish companies as well as transfer invested
capital, capital gains and dividends out of Spain without limitation (subject to applicable taxes and exchange
controls). Foreign investors who are not resident in a tax haven are only required to file a notification with the
Spanish Registry of Foreign Investments maintained by the General Bureau of Commerce and Investments
(Dirección General de Comercio e Inversiones) within the Ministry of Economy and Competitiveness
(Ministerio de Economía y Competitividad) following an investment or divestiture, if any, solely for statistical,
economic and administrative purposes. Where the investment or divestiture is made in shares of Spanish
companies listed on any of the Spanish Stock Exchanges, the duty to provide notice of a foreign investment or
divestiture lies with the relevant entity with whom the shares (in book entry form) have been deposited or which
has acted as an intermediary in connection with the investment or divestiture.
If the foreign investor is a resident of a tax haven, as defined under Spanish law (Royal Decree 1080/1991, of
July 5), notice must be provided to the Registry of Foreign Investments prior to making the investment, as well
as after consummating the transaction. However, prior notification is not necessary in the following cases:
• investments in listed securities, whether or not trading on an official secondary market;
• investments in participations in investment funds registered with the CNMV; and
• foreign shareholdings that do not exceed 50.0% of the capital of the Spanish company in
which the investment is made.
Additional regulations to those described above apply to investments in some specific industries, including air
transportation, mining, manufacturing and sales of weapons and explosives for civil use and national defense,
radio, television, telecommunications and gambling. These restrictions do not apply to investments made by EU
residents, other than investments by EU residents in activities relating to the Spanish defense sector or the
manufacturing and sale of weapons and explosives for non-military use.
The Spanish Council of Ministers (Consejo de Ministros), acting on the recommendation of the Ministry of
Economy and Competitiveness, may suspend the aforementioned provisions relating to foreign investments for
reasons of public policy, health or safety, either generally or in respect of investments in specified industries, in
which case any proposed foreign investments falling within the scope of such a suspension would be subject to
prior authorization from the Spanish government, acting on the recommendation of the Ministry of Economy
and Competitiveness.
Law 19/2003, of July 4, on the establishment of a regulatory regime relating to capital flows to and from legal or
natural persons abroad and the prevention of money laundering (“Law 19/2003”), generally provides for the
liberalization of the regulatory environment with respect to acts, businesses, transactions and other operations
between Spanish residents and non-residents in respect of which charges or payments abroad will occur, as well
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as money transfers, variations in accounts or financial debit or credits abroad. These operations must be reported
to the Ministry of the Economy and Competitiveness and the Bank of Spain only for informational and
statistical purposes. The most important developments resulting from Law 19/2003 are the obligations on
financial intermediaries to provide to the Spanish Ministry of Economy and Competitiveness and the Bank of
Spain information corresponding to client transactions.
Exchange Control Regulations
Pursuant to Royal Decree 1816/1991 of 20 December, relating to economic transactions with non-residents, as
amended by Royal Decree 1360/2011 of October 7, and EC Directive 88/361/EEC, charges, payments or
transfers between non-residents and residents of Spain must be made through a registered entity, such as a bank
or another financial institution registered with the Bank of Spain and/or the CNMV (entidades registradas),
through bank accounts opened abroad with a foreign bank or a foreign branch of a registered entity, in cash or
by check payable to bearer. All charges, payments or transfers that exceed €6,010 (or its equivalent in another
currency), if made in cash or by check payable to bearer, must be notified to the Spanish exchange control
authorities.
Reporting Requirements
Pursuant to Royal Decree 1362/2007, of October 19, any individual or legal entity which, by whatever means,
purchases or transfers Shares which grant voting rights in the Company, must notify the Company and the
CNMV, if, as a result of such transaction, the proportion of voting rights held by that individual or legal entity
reaches, exceeds or falls below a threshold of 3.0%, 5.0%, 10.0%, 15.0%, 20.0%, 25.0%, 30.0%, 35.0%, 40.0%,
45.0%, 50.0%, 60.0%, 70.0%, 75.0%, 80.0% and 90.0% of the Company’s total voting rights.
The individual or legal entity obliged to carry out the notification must serve the notification by means of the
form approved by the CNMV from time to time for such purpose, within four trading days from the date on
which the individual or legal entity acknowledged or should have acknowledged the circumstances that generate
the obligation to notify (Royal Decree 1362/2007 deems that the obliged individual or legal entity should have
acknowledge the aforementioned circumstance within two trading days from the date on which the transaction
was entered into, regardless of the date on which the transaction takes effect).
The reporting requirements apply not only to the purchase or transfer of shares, but also to those transactions in
which, without a purchase or transfer, the proportion of voting rights of an individual or legal entity reaches,
exceeds or falls below the threshold that triggers the obligation to report as a consequence of a change in the
total number of voting rights of a company on the basis of the information reported to the CNMV and disclosed
by it. In such a case, the transaction is deemed to be acknowledged within two trading days from the date of
publication of the relevant fact disclosure (hecho relevante) regarding such transaction.
Regardless of the actual ownership of the shares, any individual or legal entity with a right to acquire, transfer or
exercise voting rights granted by the shares, and any individual or legal entity which acquires, transfers or holds,
whether directly or indirectly, other securities or financial instruments which grant a right to acquire shares with
voting rights, will also have an obligation to notify the Company and the CNMV of the holding of a significant
stake in accordance with applicable regulations.
Should the person or group effecting the transaction be resident in a tax haven (as defined in Royal Decree
1080/1991, of July 5), the threshold that triggers the obligation to disclose the acquisition or transfer of the
Company’s Shares is reduced to 1.0% (and successive multiples thereof).
All members of the Board of Directors must report to both the Company and the CNMV any percentage or
number of voting rights in the Company held by them at the time of becoming or ceasing to be a member of the
Board of Directors within five trading days. Furthermore, all members of the Board of Directors must report any
change in the percentage of voting rights they hold, regardless of the amount, as a result of any acquisition or
disposition of the Company’s Shares or voting rights, or financial instruments which carry a right to acquire or
dispose of shares which have voting rights attached, including any stock based compensation that they may
receive pursuant to any of our compensation plans. Members of our senior management must also report any
stock based compensation that they may receive pursuant to any of our compensation plans or any subsequent
amendment to such plans.
In addition, pursuant to Article 19 of Regulation 596/2014, of April 16, persons discharging managerial
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responsibilities and any persons having a close link (vínculo estrecho) with any of them must similarly report to
the Company and the CNMV any acquisition or disposal of the Company’s shares, derivative or financial
instruments linked to the Company’s Shares regardless of the size, within three business days after the date of
the transaction is made. The notification of the transaction must include particulars of, among others, the type of
transaction, the date of the transaction and the market in which the transactions were carried out, the number of
shares traded and the price paid.
Royal Decree 1362/2007 refers to the definition given by Royal Decree 1333/2005, developing the LMV,
regarding market abuse, which defines senior management (directivos) as those “high level employees in
positions of responsibility with regular access to insider information (información privilegiada) related, directly
or indirectly, to the issuer and that, furthermore, are empowered to adopt management decisions affecting the
future development and business perspectives of the issuer.”
In certain circumstances established by Royal Decree 1362/2007, the notification requirements on the
acquisition or transfer of shares also apply to any person or legal entity that, directly or indirectly, and
independently of the ownership of the shares or financial instruments, may acquire, transmit or exercise the
voting rights granted by those shares or financial instruments, provided that the aggregated proportion of voting
rights reaches, increases above or decreases below, the percentages set forth by Spanish law.
Moreover, pursuant to Article 30.6 of Royal Decree 1362/2007, in the context of a takeover bid, the following
transactions should be notified to the CNMV: (i) any acquisition reaching or exceeding 1.0% of the voting rights
of the Company, and (ii) any increase or decrease in the percentage of voting rights held by holders of 3.0% or
more of the voting rights in the Company. The CNMV will immediately make public this information.
Shareholders’ Agreements
The LMV and Articles 531, 533 and 535 of the Spanish Companies Act require parties to disclose certain types
of shareholders’ agreements that affect the exercise of voting rights at a general shareholders’ meeting or
contain restrictions or conditions on the transferability of shares or bonds that are convertible or exchangeable
into shares of listed companies.
If the Company’s shareholders enter into such agreements with respect to the Company’s Shares, they must
disclose the execution, amendment or extension of such agreements to the Company and to the CNMV, file such
agreements with the appropriate commercial registry and publish them through a relevant fact disclosure (hecho
relevante). Failure to comply with these disclosure obligations renders any such shareholders’ agreement
unenforceable and constitutes a violation of the LMV.
Such shareholders’ agreement will have no effect with respect to the regulation of the right to vote in general
shareholders’ meetings and restrictions or conditions on the free transferability of shares and bonds convertible
into shares until such time as the aforementioned notifications, deposits and publications are made.
Upon request by the interested parties, the CNMV may waive the requirement to report, deposit and publish the
agreement when publishing the shareholders’ agreement could cause harm to the affected company.
There are no shareholders’ agreements in force in relation to the Company or its subsidiaries.
Net Short Positions
In accordance with Regulation (EU) No 236/2012 of the European Parliament and of the Council of March 14,
2012 on short selling and certain aspects of credit default swaps (as further supplemented by several delegated
regulations regulating technical aspects necessary for its effective enforceability and to ensure compliance with
its provisions), net short positions on shares listed on the Spanish Stock Exchanges equal to, or in excess of,
0.2% of the relevant issuer’s share capital and any increases or reductions thereof by 0.1% are required to be
disclosed to the CNMV. If the net short position reaches 0.5%—and also at each 0.1% above that—the CNMV
will disclose the net short position to the public.
The notification or disclosure mentioned above shall be made not later than at 15.30 (CET) on the following
trading day.
Notification is mandatory even if the same position has been already notified to the CNMV in compliance with
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transparency obligations previously in force in that jurisdiction.
The information to be disclosed is set out in Table 1 of Annex I of Delegated Regulation 826/2012, according to
the format approved as Annex II of this Regulation. The information will be published, where appropriate, on a
web page operated or supervised by the CNMV.
Moreover, pursuant to Regulation 236/2012, where the CNMV considers that (i) there are adverse events or
developments that constitute a serious threat to financial stability or to market confidence (serious financial,
monetary or budgetary problems, which may lead to financial instability, unusual volatility causing significant
downward spirals in any financial instrument, etc.); and (ii) the measure is necessary and will not be
disproportionately detrimental to the efficiency of financial markets in view of the advantages sought, it may,
following consultation with the ESMA, take any one or more of the following measures:
• impose additional notification obligations by either (a) reducing the thresholds for the
notification of net short positions in relation to one or several specific financial instruments;
and/or (b) requesting the parties involved in the lending of a specific financial instrument to
notify any change in the fees requested for such lending; and
• restrict short selling activity by either prohibiting or imposing conditions on short selling.
In addition, according to Regulation 236/2012, where the price of a financial instrument has fallen significantly
during a single day in relation to the closing price on the previous trading day (10.0% or more in the case of a
liquid share), the CNMV may prohibit or restrict short selling of financial instruments for a period not
exceeding the end of the trading day following the trading day on which the fall in price occurs.
Finally, Regulation 236/2012 also vests powers to ESMA in order to take measures similar to the ones described
above in exceptional circumstances, when the purpose of these measures is to deal with a threat affecting several
EU member states and the competent authorities of these member states have not taken adequate measures to
address it.
Share Repurchases
Pursuant to the Spanish Companies Act, the Company may only repurchase Shares within certain limits and in
compliance with the following requirements:
• the repurchase must be authorized by the general shareholders’ meeting in a resolution

establishing the maximum number of shares to be acquired, the titles for the acquisition, the
minimum and maximum acquisition price and the duration of the authorization, which may
not exceed five years from the date of the resolution;
• the repurchase, including the shares already acquired and currently held by the Company, or
any person or company acting in its own name but on our behalf, must not bring the
Company’s net worth below the aggregate amount of the Company’s share capital and legal or
non-distributable bylaws’ reserves. For these purposes, net worth means the amount resulting
from the application of the criteria used to draw up the financial statements, subtracting the
amount of profits directly allocated to such net worth, and adding the amount of share capital
subscribed but not called and the share capital nominal value and issue premium recorded in
the Company’s accounts as liabilities;
• the aggregate value of the ordinary shares directly or indirectly repurchased, together with the
aggregate nominal value of the ordinary shares already held by the Company, must not exceed
10.0% of the Company’s share capital; and
• ordinary shares repurchased for valuable consideration must be fully paid up. A repurchase
shall be considered null and void if (i) the shares are partially paid up, except in the case of
free repurchase, or (ii) the shares entail ancillary obligations.
Treasury shares do not have voting rights or economic rights (for example, the right to receive dividends and
other distributions and liquidation rights). Such economic rights, except the right to receive bonus shares, will
accrue proportionately to all of the Company’s shareholders. Treasury shares are counted for purposes of
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establishing the quorum for general shareholders’ meetings as well as majority voting requirements to pass
resolutions at general shareholders’ meetings.
Regulation 596/2014, of April 16, repealing, among others, Directive 2003/6/EC of the European Parliament
and the European Council, of January 28, on insider dealing and market manipulation, establishes rules in order
to ensure the integrity of European Community financial markets and to enhance investor confidence in those
markets. This regulation maintains an exemption from the market manipulation rules regarding share buy-back
programs by companies listed on a stock exchange in an EU Member State. Commission’s Delegated
Regulation (EU) 2016/1052, of March 8, 2016, implements Regulation 596/2014 with regard to the regulatory
technical standards for the conditions applicable to buy-back programs and stabilization measures. According to
the provisions included in the referred Delegated Regulation, in order to benefit from the exemption, an issuer
implementing a buy-back program must comply with the following requirements:
(a) Prior to the start of trading in a buy-back program, the issuer must ensure the adequate disclosure of the
following information:
• The purpose of the program. According to Article 5.2 of Regulation 596/2014, the buy-back
program must have as its sole purpose (i) to reduce the capital of the issuer; (ii) to meet
obligations arising from debt financial instruments convertible into equity instruments; or (iii)
to meet obligations arising from share option programs, or other allocations of shares, to
employees or to members of the administrative, management or supervisory bodies of the
issuer or of an associate company;
• The maximum pecuniary amount allocated to the program;
• The maximum number of shares to be acquired; and
• The period for which authorization for the program has been granted.
(b) The issuer must ensure that the transactions relating to the buy-back program meet the conditions
included on Article 3 of the Delegated Regulation. Specifically, that the purchase price is not higher
than the higher of the price of the last independent trade and the highest current independent purchase
bid on the trading venue where the purchase is carried out. Furthermore, issuers must not purchase on
any trading day more than 25% of the average daily volume of shares on the corresponding trading
venue.
(c) Issuers shall not, for the duration of the buy-back program, engage in (i) selling of own shares; (ii)
trading during the closed periods referred to in Article 19. 11 of Regulation 596/2014; and (iii) trading
where the issuer has decided to delay the public disclosure of inside information.
On April 26, 2017, the CNMV approved Circular 1/2017 on liquidity contracts entered into by issuers with
financial institutions for the management of its treasury shares. This regulation entered into force on July 10,
2017. It repealed and replaced the CNMV’s Circular 3/2007 and introduced new specific rules, limits and
mechanisms for liquidity agreements to constitute an accepted market practice and, therefore, be able to rely on
a safe harbor for the purposes of market abuse regulations.
If an acquisition or series of acquisitions of the Company’s Shares reaches or exceeds or causes the Company’s
and its affiliates’ holdings to reach or exceed 1.0% of the voting shares, the Company must notify its final
holding of treasury shares to the CNMV. If such threshold is reached as a result of a series of acquisitions, such
reporting obligation will only arise after the closing of the acquisition which, taken together with all acquisitions
made since the last of any such notifications, causes the Company’s and its affiliates’ holdings to exceed 1.0%
of the voting shares. Sales and other transfers of the Company’s treasury shares will not be deducted in the
calculation of such threshold. This requirement would also apply if the shares were acquired by one of the
Company’s majority owned subsidiaries.
Moreover, pursuant to the Spanish Companies Act, the audited financial statements of a company must include
a reference to any treasury shares.
In addition, on July 18, 2013, the CNMV published certain guidelines for securities issuers and financial
intermediaries acting on their behalf regarding the “discretionary transactions with treasury shares” (outside of
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the buy-back program regulation). These guidelines are in line with the buy-back program regulation in respect
of price, limits and volumes and include certain restricted periods and a rule of separated management of the
trading activity.
As of the date of this Prospectus, the Company and the Company’s subsidiaries hold no shares of the Company.
The Board of Directors has been authorized by the Company’s general shareholders’ meeting for the derivative
acquisition of treasury shares according to and within the restrictions and requirements established in the
Spanish Companies Act.
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TAXATION
Spanish Tax Considerations
The following section is a general description of certain Spanish tax implications of the acquisition, ownership
and disposition of the Shares by Spanish and non-Spanish tax resident shareholders. The information provided
below does not purport to be a complete summary of tax law and practice currently applicable in the Kingdom
of Spain and is subject to any changes in law and its interpretation and application. This summary does not
address all tax considerations that may be relevant to all categories of potential purchasers, some of whom may
be subject to special rules. In particular, this tax section does not address the Spanish tax consequences
applicable to “look-through” entities (such as estates) that may be subject to a specific tax regime applicable
under the consolidated text of the Spanish Non-Resident Income Tax Law, approved by Royal Legislative
Decree 5/2004, of March 5 (texto refundido de la Ley del Impuesto sobre la Renta de no Residentes, aprobado
por Real Decreto Legislativo 5/2004, de 5 de marzo) (“NRIT Law”) or under the Spanish Personal Income Tax
Law 35/2006, of November 28 (Ley 35/2006, de 28 de noviembre, del Impuesto sobre la Renta de las Personas
Físicas y de modificación parcial de las leyes de los Impuestos sobre Sociedades, sobre la Renta de no
Residentes y sobre el Patrimonio) (“PIT Law”) or similar legislation applicable, as the case may be. This
analysis does not cover all possible tax consequences of the transactions applicable to all categories of
shareholders, some of which (e.g., financial institutions, collective investment schemes, cooperatives, etc.) may
be subject to special rules. Furthermore, this summary does not take into account the regional tax regimes in
force applicable in the Historical Territories of the Basque Country and the Historical Autonomous Region of
Navarre, or the regulations adopted by the Spanish autonomous regions.
The description of Spanish tax laws set forth below is based on law currently in effect in Spain as of the date of
this Prospectus, and on the administrative interpretations thereof made public to date. As a result, this
description is subject to any changes in such laws or interpretations occurring after the date hereof, including
changes having retroactive effect.
Potential shareholders should consult their own tax advisors concerning the specific Spanish, state, regional and
local tax consequences of the acquisition, ownership and disposition of the Shares in light of their particular
circumstances as well as any consequences arising under the laws of any other taxing jurisdiction.
Spanish Resident Individuals
Taxation of dividends
In accordance with the PIT Law, income received by a Spanish shareholder in the form of dividends, shares in
profits, consideration paid for attendance at shareholders’ meetings, income from the creation or assignment of
rights of use or enjoyment of the Shares and any other income received in his or her capacity as shareholder is
subject to tax as capital income.
Gross capital income shall be reduced by any administration and custody expenses (but not by those incurred in
individualized portfolio management); the net amount shall be included in the relevant Spanish shareholder’s
savings taxable base. The savings taxable base rates for the tax year 2017 are 19% for taxable income up to
€6,000, 21% for taxable income between €6,001 and €50,000, and 23% for taxable income exceeding €50,000.
Spanish shareholders shall be liable for a PIT withholding on capital income at the then-applicable tax rate
(currently 19%) on the gross income obtained. Such withholding tax is creditable from the PIT payable; if the
amount of tax withheld is greater than the amount of the net PIT payable, the taxpayer is entitled to a refund of
the excess withheld in accordance with the PIT Law.
Taxation of capital gains
Gains or losses generated by a Spanish individual as a result of the transfer of the Shares qualify for the
purposes of the PIT Law as capital gains or losses and are subject to taxation according to the general rules
applicable to capital gains. The amount of capital gains or losses shall be the difference between the Shares’
acquisition value (plus any fees or taxes incurred) and the transfer value, which is the listed value of the Shares
as of the transfer date or, if higher, the agreed transfer price, less any fees or taxes incurred.
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Where the taxpayer owns other securities of the same kind, the acquisition price of the transferred shares is
based on the principle that those acquired first are sold first (FIFO).
Capital gains or losses arising from the transfer of the Shares by a Spanish individual are included in such
Spanish holder’s capital income corresponding to the period when the transfer takes place; any gain resulting
from the compensation between such gains and losses is taxed at a flat rate of 19% for the first €6,000, 21%
between €6,001 and €50,000 and 23% for any amount in excess of €50,000.
Capital gains arising from the transfer of the Shares are not subject to withholding tax on account of PIT. Losses
arising from the transfer of shares admitted to trading on certain official stock exchanges (including the Spanish
Stock Exchanges) will not generally be treated as capital losses if securities of the same kind have been acquired
during the period between two months before and two months after the date of the transfer which originated the
loss. In these cases, the capital losses are included in the taxable base upon the transfer of the remaining shares
of the taxpayer.
Taxation of pre-emptive rights
Distributions to Spanish shareholders of pre-emptive rights to subscribe for new shares are not treated as income
under Spanish law. The exercise of such pre-emptive rights is not considered a taxable event under Spanish law.
The proceeds obtained by a PIT taxpayer from a transfer of pre-emptive rights derived from shares admitted to
trading on specific official stock exchanges (including the Spanish Stock Exchanges), such as the Shares, will be
regarded as a capital gain and subject to the PIT corresponding to the period when the transfer takes place (in
the manner described under “Taxation of capital gains” above). The amount received in the transfer of pre-
emptive rights will be subject to Spanish withholding tax on account of PIT at the then-applicable tax rate
(currently 19%), to be levied by the depositary entity (or, in its absence, by the corresponding financial
intermediary or notary public that intervenes in the transfer).
Taxation of share premium distributions
A distribution of share premium will not in itself constitute taxable income but will instead reduce the
acquisition value of the Shares to the extent that they are admitted to trading on certain official stock exchanges
(including the Spanish Stock Exchanges). If the amount of the share premium received exceeds the acquisition
value of the shares held by a Spanish shareholder, such excess would constitute capital financial taxable income
subject to a flat rate of 19% for the first €6,000, 21% between €6,001 and €50,000 and 23% for any amount in
excess of €50,000.
Spanish Wealth Tax
Individual Spanish shareholders are subject to Spanish Wealth Tax on all their assets (such as the Shares).
Spanish Wealth Tax Law 19/1991, of June 6 (Ley 19/1991, de 6 de junio, del Impuesto sobre el Patrimonio)
provides that the first €700,000 of net wealth owned by an individual Spanish shareholder will be exempt from
taxation, while the rest of the net wealth will be taxed at a rate ranging between 0.2% and 2.5% However, this
rate may vary depending on the autonomous region of residency of the taxpayer. As such, prospective
shareholders should consult their own tax advisors.
A shareholder who is required to file a Spanish Wealth Tax return should value the Shares at their average
trading price in the last quarter of the year. Such average trading price is published on an annual basis by the
Spanish Ministry of Finance and Public Administration.
In accordance with Article 4 of the Royal Decree-Law 3/2016, of 2 December, adopting tax measures aimed at
the consolidation of public finances and other urgent social security measures (Real Decreto-ley 3/2016, de 2 de
diciembre, por el que se adoptan medidas en el ámbito tributario dirigidas a la consolidación de las finanzas
públicas y otras medidas urgentes en materia social) (“RDL 3/2016”), as from year 2018, a full exemption on
Spanish Wealth Tax would apply (bonificación del 100%), and therefore from year 2018 and onwards,
individuals resident in Spain will be released from formal and filing obligations in relation to this Spanish
Wealth Tax, unless the application of this full exemption is postponed.
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Spanish Inheritance and Gift Tax
Individuals resident in Spain for tax purposes who acquire the Shares by inheritance or gift will be subject to the
Spanish Inheritance and Gift Tax (“IGT”) in accordance with the IGT Law 29/1987, of 18 December (Ley
29/1987, de 18 de diciembre, del Impuesto sobre Sucesiones y Donaciones) (“IGT Law”), without prejudice to
the specific legislation applicable in each autonomous region. The applicable tax rates as of the date of this
Prospectus range between 7.65% and 34%. However, after applying certain relevant factors (such as the specific
regulations imposed by each Spanish autonomous region, the amount of the pre-existing assets of the taxpayer
and the degree of kinship with the deceased or donor), the final effective tax rate may range from 0% to 81.6%.
Some tax benefits could reduce the effective tax rate.
Spanish Transfer Tax
The acquisition and transfers of the Shares will be exempt from Transfer Tax (Impuesto sobre Transmisiones
Patrimoniales) and Value Added Tax. Additionally, no Stamp Duty is levied on such acquisition and transfers.
Spanish Corporate Resident Shareholders
Dividends from a share of the Company’s profits received by corporate Spanish shareholders, as a consequence
of the ownership of the Shares, less any expenses inherent to holding the Shares, are included in the Corporate
Income Tax (“CIT”) base according to the Spanish Corporate Income Tax Law 27/2014, of November 27 (Ley
27/2014, de 27 de noviembre, del Impuesto sobre Sociedades) (“CIT Law”). The general CIT rate is currently
25%.
However, CIT taxpayers will be entitled to apply a participation exemption regime for dividends received from
Spanish companies if certain requirements are met: (i) participation, directly or indirectly, of at least 5% in the
Company’s share capital (or acquisition cost exceeding €20 million) and (ii) provided such participation is held
for at least one year prior to the relevant distribution date or it commits to hold the participation for the time
needed to complete such one-year holding period (and provided that other requirements that need to be analyzed
on a case-by-case basis are fulfilled).
In case that more than 70% of the Company’s revenue derives from dividends and capital gains arising from
transfers of the Shares, the application of the participation exemption is subject to particularly complex
restrictions, substantially requiring that the shareholder holds an indirect participation of at least 5% in the share
capital of the Company’s subsidiaries. Shareholders are urged to consult their tax advisors regarding compliance
with the requirements for application of the aforesaid participation exemption.
As a general rule, dividends will be subject to withholding tax on account of the shareholder’s final CIT at a
current rate of 19%. However, no withholding tax will apply on dividends payable to a shareholder who is
entitled to apply the participation exemption regime mentioned above. If the amount of tax withheld is greater
than the amount of the net CIT payable, the taxpayer will be entitled to a refund of the excess withheld in
accordance with the CIT Law and regulations.
The gain arising on transfer of the Shares or from any other change in net worth relating to such Shares are
included in the tax base of CIT taxpayers; such gain is taxed generally at a current rate of 25% As to losses
resulting from the transfer of the Shares, the CIT deductibility of the losses may be subject to temporary or
permanent restrictions (for instance, if the capital gains obtained on such transfer are entitled to benefit from the
Spanish participation exemption regime, indicated below), pursuant to Royal Decree-Law 3/2016, of 2
December. Shareholders who are CIT tax-payers must consult their tax advisors regarding the CIT impact for
them of these rules.
However, CIT taxpayers will be entitled to apply a participation exemption regime for capital gains arising on
the transfer of Spanish companies shares if (i) the shareholding, directly or indirectly, amounts of at least 5% of
the company (or acquisition cost exceeding €20 million) provided (ii) such participation is held for at least one
year prior to the transfer (and provided that other requirements that need to be analyzed on a case-by-case basis
are fulfilled).
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In case that more than 70% of the Company’s revenue comes from dividends and capital gains deriving from the
transfer of shares, the application of the participation exemption is subject to particularly complex restrictions,
substantially requiring that the shareholder holds an indirect participation of at least 5% in the share capital of
the Company’s subsidiaries. Shareholders are urged to consult their tax advisors regarding compliance of the
requirements for application of the aforesaid participation exemption.
Capital gains deriving from the disposal of the Shares will not be subject to withholding tax on account of CIT.
Distributions to CIT taxpayers of pre-emptive rights to subscribe for new shares are not treated as income under
Spanish law. The exercise of such pre-emptive rights is not considered a taxable event under Spanish law.
However, if these pre-emptive rights are transferred by a CIT taxpayer, the accounting income that may arise
from the transfer will be subject to the general CIT tax rate, currently of 25%. Shareholders who are CIT
taxpayers must consult their tax advisors regarding the possibility to apply the Spanish participation exemption
on this income.
A distribution of share premium will not in itself constitute taxable income but will instead reduce the
acquisition value of the Shares. If the amount of the share premium received exceeds the acquisition value of the
Shares held by a CIT taxpayer, such excess would constitute taxable income, generally subject to the general
CIT tax rate of 25% Shareholders who are CIT taxpayers must consult their tax advisors regarding the
possibility to apply the Spanish participation exemption on this income.
Spanish Wealth Tax
Not applicable.
Spanish Inheritance and Gift Tax
In the event of acquisition of the Shares free of charge by a CIT taxpayer, the income generated by the latter will
be taxed according to the CIT rules, the IGT not being applicable.
The acquisitions and transfers of the Shares will be exempt from Transfer Tax (Impuesto sobre Transmisiones
Patrimoniales) and Value Added Tax. Additionally, no Stamp Duty is levied on such acquisitions and transfers.
Shareholders who are not Resident for Tax Purposes in Spain
Non-Spanish tax resident shareholders acting through a permanent establishment in Spain
Ownership of the Shares by shareholders who are not resident for tax purposes in Spain will not in itself create
the existence of a permanent establishment in Spain.
If the Shares form part of the assets of a permanent establishment in Spain of a person or legal entity who is not
resident in Spain for tax purposes, the tax rules applicable to income deriving from such Shares are the same as
those set out for legal entities with tax residence in Spain described in the preceding section.
If the Shares form part of the assets of a permanent establishment in Spain of a person or legal entity who is not
resident in Spain for tax purposes, the tax rules applicable to capital gains deriving from such Shares are the
same as those set out for legal entities with tax residence in Spain described in the preceding section.
Non-Spanish tax resident shareholders not acting through a permanent establishment in Spain
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Dividends paid to non-Spanish tax resident shareholders not acting through a permanent establishment in Spain
are subject to Spanish NRIT, at the general withholding tax rate of 19% This tax rate can be eliminated or
reduced as per the application of (i) the NRIT exemption implementing the EU Parent-Subsidiary Directive or
(ii) the benefits of a convention for the avoidance of double taxation (“DTC”).
Under the EU Parent-Subsidiary Directive exemption, no Spanish withholding taxes should be levied on the
dividends distributed by a Spanish subsidiary to its EU parent company or to an EU permanent establishment of
its EU parent company, to the extent that the following requirements are met:
(i) the EU parent company maintains a direct or indirect holding in the capital of the Spanish subsidiary of
at least 5% or its acquisition cost exceeding €20 million. The holding must have been maintained
uninterruptedly during the year prior to the date on which the distributed profit is due or, failing that, be
maintained for the time required to complete such period (in the latter case, the withholding tax must be
levied, although it would be refundable once the year has been completed);
(ii) the EU parent company is incorporated under the laws of a EU member state, under one of the
corporate forms listed in Annex I, Part A, of the EU Parent-Subsidiary Directive, and is subject to a
Member State Corporate Income Tax (as listed in Annex I, Part B, of the EU Parent-Subsidiary
Directive), without the possibility of being exempt; and
(iii) the dividends distributed do not derive from the subsidiary’s liquidation.
The aforesaid exemption will not be applicable if the dividend is obtained through a territory that is defined as a
tax haven by Spanish regulations.
The aforesaid exemption will be applicable, subject to the compliance of such requirements, to dividends
distributed by a Spanish subsidiary to its EEA parent company provided that there is an effective exchange of
tax information with such EEA parent company’s country.
However, the exemption includes an anti-abuse provision by virtue of which the withholding tax exemption will
not be applicable where the majority of the voting rights of the parent company are held directly or indirectly by
individuals or entities not resident in a Member State of the EU or the EEA with which there is a an effective
exchange of tax information in the terms set forth in Law 36/2006, of November 29 (Ley 36/2006, de 29 de
noviembre, de medidas para la prevención del fraude fiscal), or the equivalent regional legislation applicable,
except where the EU or EEA parent company proves that its incorporation and its operative responds to valid
economic reasons and to substantive economic activities.
Shareholders resident in certain countries may be entitled to the benefits of a DTC in effect between Spain and
their country of tax residence. Such shareholders may benefit from a reduced tax rate under an applicable DTC
with Spain, subject to the satisfaction of any conditions specified in the relevant DTC, including providing
evidence of the tax residence of the shareholder by means of a certificate of tax residence duly issued by the tax
authorities of the country of tax residence of the shareholder making express reference to the shareholders’
entitlement to the benefits of such DTC or, as the case may be, the equivalent document specified in the Spanish
Order which further supplements the applicable DTC. Tax residence certificates issued by a foreign tax
authority (or equivalent documents) are generally valid for Spanish tax purposes for one year as from their date
of issuance.
According to the Order of the Ministry of Economy and Competiveness of April 13, 2000, upon distribution of a
dividend, the Company or its paying agent will withhold an amount equal to the tax amount required to be
withheld according to the general rules set forth above, transferring the resulting net amount to the depositary.
For this purpose, the depositary is the financial institution with which the non-Spanish tax resident shareholder
has entered into a contract of deposit or management with respect to the Shares held by such shareholders. If the
corresponding depositary in Spain provides timely evidence of the non-Spanish tax resident shareholder’s right
to obtain the DTC-reduced rate or the exemption in the manner set out in the Order of the Ministry of Economy
and Competiveness of April 13, 2000, it will immediately receive the surplus amount withheld, which will be
credited to the non-Spanish tax resident shareholder (the “Quick Refund Procedure”). For these purposes, the
non-Spanish tax resident shareholder shall provide the applicable depositary with the relevant certificate of
residence (or equivalent DTC form) stating that the non-Spanish tax resident shareholder is a resident of such
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country within the meaning of the DTC before the tenth day following the end of the month in which the
dividends were paid. The tax certificate is generally valid only for a period of one year from the date of
issuance. The Quick Refund Procedure will only be applicable to the extent that the depositary of the Shares
held by the non-Spanish tax resident shareholder is resident, domiciled or represented in Spain.
If this certificate of tax residence, or as the case may be, the equivalent document referred to above, is not
provided to the relevant Spanish depository within this time period, the non-Spanish tax resident shareholder
may subsequently obtain a refund of the amount withheld in excess from the Spanish tax authorities, following
the standard refund procedure established by the NRIT Regulation, approved by Royal Decree 1776/2004 of
July 30, 2004 (Reglamento del Impuesto sobre la Renta de no Residentes, aprobado por Real Decreto
1776/2004, de 30 de julio), and the Order of the Ministry of Finance and Taxation EHA/3316/2010, of 17
December, that approves forms 210, 211 and 213 or the equivalent regional provisions applicable. To pursue the
refund claim, the non-Spanish shareholder is required to file:
(i) the corresponding Spanish Tax Form (currently, Form 210);
(ii) the certificate of tax residence or equivalent document referred to above;
(iii) a certificate issued by the withholding agent stating that Spanish NRIT was withheld with respect to
such non-Spanish tax resident shareholder; and
(iv) documentary evidence of the bank account in which the excess amount withheld should be paid.
For further details, prospective investors should consult their own tax advisors.
Capital gains obtained by a non-Spanish tax resident shareholder as a consequence of transferring the Shares
will be subject to Spanish NRIT at the tax rate of 19% although no withholding taxes will be imposed on the
capital gain. Capital gains and losses will be calculated separately for each transaction. It is not possible to offset
losses against capital gains.
However, capital gains derived from the Shares will be exempt from taxation in Spain in either of the following
cases:
(i) Capital gains derived from the transfer of the Shares carried out on an official Spanish secondary stock
market (such as the Spanish Stock Exchanges) by any non-Spanish tax resident shareholder who is tax
resident of a country that has entered into a DTC with Spain containing an “exchange of information”
clause. This exemption is not applicable to capital gains obtained by a non-Spanish tax resident
shareholder through a country or territory that is defined as a tax haven by Spanish regulations.
(ii) Capital gains obtained directly by any non-Spanish tax resident shareholder which is resident of
another EU member state or indirectly through a permanent establishment of such non-Spanish tax
resident shareholder in a EU member state other than Spain. This exemption is not applicable to capital
gains obtained through a country or territory that is defined as a tax haven by Spanish regulations.
Additionally, this exemption will not apply:
(a) if the Company’s assets mainly consist of, directly or indirectly, real estate property located in
Spain (which will typically be the case in the Company);
(b) if the non-resident transferor is an individual that during the preceding twelve months has held
a direct or indirect interest of at least 25%) in the Company’s capital or net equity; and
(c) if the non-resident transferor is an entity and the transfer of the Shares does not comply with
the requirements to apply CIT participation exemption regime (see “Taxation of capital gains-
Spanish Corporate Resident Shareholders”).
(iii) Capital gains realized by non-Spanish tax resident shareholders who benefit from a DTC entered into
between their country of tax residence and Spain that provides for taxation of capital gains only in such
non-Spanish tax resident shareholder’s country of residence.
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The non-Spanish tax resident shareholders must submit a Spanish Tax Form (currently, Form 210) within the
time periods set out in the applicable Spanish regulations to pay the corresponding tax or qualify for an
exemption. In order for the exemptions mentioned above to apply, a non-Spanish tax resident shareholder must
provide a certificate of tax residence issued by the tax authority of its country of residence (which, if applicable,
must state that, to the best knowledge of such authority, the non-Spanish tax resident shareholder is resident of
such country within the meaning of the relevant DTC) or equivalent document meeting the requirements of the
Order which further develops the applicable DTC, together with the Spanish Tax Form. The non-Spanish tax
resident shareholder’s tax representative in Spain and the depositary of the Shares are also entitled to carry out
such filing.
The certificate of tax residence mentioned above will be generally valid for a period of one year after its date of
issuance.
Shareholders should consult their own tax advisors to obtain detailed information regarding NRIT filings they
may be required to make before the Spanish Tax Authorities.
Distributions to non-Spanish tax resident shareholders of pre-emptive rights to subscribe for new shares are not
treated as income under Spanish NRIT Law. The exercise of such pre-emptive rights is not considered a taxable
event under Spanish NRIT Law.
The proceeds derived from a transfer of pre-emptive rights by a NRIT taxpayer (without permanent
establishment in Spain) will be regarded as a capital gain and subject to Spanish NRIT in the manner described
under “Taxation of capital gains” above.
A distribution of the share premium will not in itself constitute taxable income but will instead reduce the
acquisition value of the Shares to the extent that they are admitted to trading on certain official stock exchanges
(including the Spanish Stock Exchanges). If the amount of the share premium received exceeds the acquisition
value of the Shares held by a non-resident shareholder, such excess would constitute financial taxable income
subject to NRIT at a flat rate of 19%, unless otherwise provided by a DTC (although this income would not be
subject to withholding tax in Spain).
Spanish Wealth Tax
Non-Spanish tax resident individuals are subject to the Spanish Wealth Tax on the assets or rights that are
located or can be exercised in Spain. Spanish Wealth Tax Law provides that the first €700,000 of assets or rights
owned in Spain by non-Spanish tax resident individuals will be exempt from taxation, while the rest of the
Spanish wealth will be taxed at a rate ranging between 0.2% and 2.5% For Spanish Wealth Tax valuation
purposes, the Shares should be valued at their average trading price during the last quarter of such year. Such
average trading price is published on an annual basis by the Spanish Ministry of Finance and Public
Administration.
Non-Spanish tax resident individuals who benefit from a DTC that provides for net wealth taxation only in the
shareholder’s country of residence will not be subject to Spanish Wealth Tax.
Non-Spanish tax resident individuals who are resident in an EU or EEA member state may apply the rules
approved by the autonomous region where the assets and rights with more value are located, can be exercised or
must be fulfilled. As such, prospective investors should consult their own tax advisors.
In accordance with Article 4 of RDL 3/2016, as from year 2018, a full exemption on Spanish Wealth Tax would
apply (bonificación del 100%), and therefore from year 2018 and onwards, non-Spanish tax resident individuals
will be released from formal and filing obligations in relation to this Spanish Wealth Tax, unless the application
of this full exemption is postponed.
Non-Spanish resident legal entities are not subject to Wealth Tax.
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Inheritance and gift tax
Unless otherwise provided under an applicable DTC, transfers of the Shares as a result of the death of the owner
or by gift to non-Spanish tax resident individuals are subject to Spanish IGT if such Shares are located in Spain
at the time of death or gift. The applicable tax rates as of the date of this Prospectus range between 7.65% and
34%. However, after applying certain relevant factors (such as the specific regulations imposed by each Spanish
autonomous region, the amount of the pre-existing assets of the taxpayer and the degree of kinship with the
deceased or donor), the final effective tax rate may range from between 0% and 81.6%.
Generally, non-Spanish tax resident individuals are subject to Spanish IGT according to the rules set forth in the
IGT Law. However, if the deceased, heir or the donee is resident in an EU or EEA member state, depending on
certain circumstances, the applicable rules may be those corresponding to the relevant autonomous region. As
such, prospective shareholders should consult their own tax advisors.
Gifts granted to non-Spanish tax resident corporations are not subject to IGT but are subject to NRIT as capital
gains at a 19% on the fair market value of such Shares as a capital gain.
If the non-Spanish tax resident corporation receiving the gift is resident in a country with which Spain has
entered into a DTC, the provisions of such DTC will apply. In general, DTCs provide for the taxation of this
type of income in the country of residence of the beneficiary.
The acquisition and transfers of the Shares will be exempt from Transfer Tax (Impuesto sobre Transmisiones
Patrimoniales) and Value Added Tax. Additionally, no Stamp Duty is levied on such acquisition and transfers.
U.S. Federal Income Tax Considerations
The following is a description of certain U.S. federal income tax consequences to the U.S. Holders described
below of owning and disposing of Shares, but it does not purport to be a comprehensive description of all tax
considerations that may be relevant to a particular person’s decision to acquire Shares. This discussion applies
only to a U.S. Holder that owns Shares as capital assets for tax purposes. In addition, it does not describe all of
the tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including
alternative minimum tax consequences and tax consequences applicable to U.S. Holders subject to special rules,
such as:
• certain financial institutions;
• dealers or traders in securities who use a mark-to-market method of tax accounting;
• persons holding Shares as part of a hedging transaction, straddle, wash sale, conversion transaction or
integrated transaction or persons entering into a constructive sale with respect to Shares;
• persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
• entities classified as partnerships for U.S. federal income tax purposes;
• tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”;
• persons that own or are deemed to own 10% or more of our voting stock; or
• persons holding Shares in connection with a trade or business conducted outside of the United States.
If an entity that is classified as a partnership for U.S. federal income tax purposes holds Shares, the U.S. federal
income tax treatment of a partner will generally depend on the status of the partner and the activities of the
partnership. Partnerships holding Shares should consult their tax advisors as to the particular U.S. federal
income tax consequences to their partners of holding and disposing of Shares.
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This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative
pronouncements, judicial decisions, final, temporary and proposed U.S. Treasury regulations, and the income
tax treaty between Spain and the United States (the “Treaty”), all as of the date hereof, any of which is subject
to change, possibly with retroactive effect.
A “U.S. Holder” is a beneficial owner of Shares that is eligible for the benefits of the Treaty and is, for U.S.
federal income tax purposes:
• a citizen or resident of the United States;
• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the
United States, any state therein or the District of Columbia;
• a trust subject to the control of one or more U.S. persons and the primary supervision of a U.S. court; or
• an estate the income of which is subject to U.S. federal income taxation regardless of its source.
U.S. Holders should consult their tax advisors concerning the U.S. federal, state, local and non-US tax
consequences of owning and disposing of Shares in their particular circumstances.
This discussion assumes that we are not, and will not become, a passive foreign investment company (a
“PFIC”), as described below.
Taxation of distributions
Distributions paid on Shares, other than certain pro rata distributions of Shares, will be treated as dividends to
the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income
tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income
tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. The
amount of a dividend will include any amounts withheld in respect of Spanish taxes. Dividends will be treated
as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction
generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income
as ordinary income on the date that such U.S. Holder actually or constructively receives the distribution in
accordance with its regular method of accounting for U.S. federal income tax purposes.
Subject to certain exceptions with respect to short-term and hedged positions, dividends received by non-
corporate U.S. Holders from a “qualified foreign corporation” may be eligible for reduced rates of taxation. A
qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive
income tax treaty with the United States that the U.S. Treasury determines to be satisfactory for these purposes
and that includes an exchange of information provision. The U.S. Treasury has determined that the Treaty meets
these requirements, and we believe that we are eligible for the benefits of the Treaty.
The amount of any dividend paid in euros will be the U.S. dollar amount calculated by reference to the exchange
rate in effect on the date the U.S. Holders actually or constructively received the distribution in accordance with
their regular method of accounting for federal income tax purposes, regardless of whether the payment is in fact
converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder
should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S.
Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of
receipt, which will be taxed as ordinary income.
Subject to applicable limitations, some of which vary depending upon the U.S. Holders’ circumstances, Spanish
income taxes withheld from distributions on Shares, at a rate not exceeding the rate applicable under the Treaty,
will be creditable against the U.S. Holder’s U.S. federal income tax liability. See “Taxation—Spanish Tax
Considerations” for a discussion of how to obtain the applicable Treaty rate. Alternatively, a U.S. Holder may,
subject to applicable limitations, elect to deduct otherwise creditable Spanish withholding tax for U.S. federal
income tax purposes, which election would apply for all foreign income taxes paid or accrued for the relevant
taxable year. Distributions received on Shares will be treated as income from sources outside the United States
and generally will constitute “passive category income” for U.S. foreign tax credit limitation purposes. The rules
governing foreign tax credits are complex, and U.S. Holders should consult their tax advisors regarding the
creditability of foreign taxes in their particular circumstances.
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Sale or other disposition of Shares
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of Shares will be
capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held Shares for more than one
year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the Shares
disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. The
deductibility of capital losses is subject to various limitations under the Code. This gain or loss will generally be
U.S.-source gain or loss for foreign tax credit purposes. A U.S. Holder that pays Spanish tax on a gain from a
disposition of the Shares may, due to treatment of such gain as U.S. source income under U.S. domestic law
rules and the absence of an express rule in the Treaty requiring the U.S. to treat such gain as foreign source, be
unable to claim credit for such Spanish tax. Limitations on creditability of foreign taxes are complex and U.S.
shareholders should consult their tax advisors.
A U.S. Holder that receives a currency other than U.S. dollars on the sale or other disposition of Shares, will
generally realize an amount equal to the U.S. dollar value of the currency received at the spot rate on the date of
disposition (or, if the Shares are traded on an established securities market and a U.S. Holder is a cash-basis or
electing accrual basis taxpayer, at the spot rate on the settlement date). A U.S. Holder that does not determine
the amount realized using the spot rate on the settlement date will recognize a foreign currency gain or loss
equal to the difference between the U.S. dollar value of the amount received based on the spot exchange rates in
effect on the date of sale or other disposition and the settlement date. Any such foreign currency gain or loss
generally will be treated as ordinary income or loss and will be U.S.-source income or loss for foreign tax credit
limitation purposes.
Passive foreign investment company rules
We do not believe that we were a PFIC for U.S. federal income tax purposes for our most recent taxable year
and do not expect to become a PFIC in the foreseeable future. However, since PFIC status depends on the
composition of a company’s income and assets and the market value of its assets from time to time, there can be
no assurance that we will not be a PFIC for any taxable year. U.S. Holders are urged to consult their own tax
advisors about the U.S. federal income tax consequences that would apply to them if we were a PFIC.
A foreign corporation is considered a PFIC for any taxable year in which either (1) at least 75% of its gross
income is “passive” income (the “income test”) or (2) at least 50% of the average value of its assets is
attributable to assets that produce passive income or are held for the production of passive income (the “asset
test”). For purposes of determining whether a foreign corporation will be considered a PFIC, such foreign
corporation will be treated as holding its proportionate share of the assets and receiving directly its proportionate
share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value)
of the stock. If we were a PFIC for any year during which a U.S. Holder owns Shares, we generally would
continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years, regardless of whether
we continue to meet the income or asset tests discussed above.
If we were a PFIC for any taxable year during which a U.S. Holder held Shares, gain recognized by a U.S.
Holder on a sale or other disposition (including certain pledges) of Shares would be allocated ratably over the
U.S. Holder’s holding period for the Shares. The amounts allocated to the taxable year of the sale or other
disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated
to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as
appropriate, for that taxable year, and an interest charge would be imposed on the amount of such tax. Further,
to the extent that any distribution received by a U.S. Holder on Shares exceeds 125% of the average of the
annual distributions on Shares received during the preceding three years or the U.S. Holder’s holding period,
whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described
immediately above. Certain elections may be available that would result in alternative treatments (such as mark-
to-market treatment) of the Shares. In addition, if we were a PFIC, the reduced rate of taxation discussed above
with respect to dividends from qualified foreign corporations paid to certain non-corporate U.S. Holders would
not apply. Each U.S. Holder is encouraged to consult its own tax advisor as to the Company’s possible status as
a PFIC and, if the Company were a PFIC, the consequences to them and whether any election is available or
desirable in their particular circumstances.
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Net Investment Income Tax
Certain non-corporate U.S. Holders will be required to pay an additional 3.8% tax on the lesser of (1) the U.S.
Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified
adjusted gross income for the taxable year over a certain threshold (which, in the case of individuals will be
between U.S.$125,000 and U.S.$250,000, depending on the individual’s circumstances). Such tax will apply to
payments of dividends on Shares and to capital gains from the sale or other disposition of Shares, unless derived
in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain
passive or trading activities).
Information reporting and backup withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related
financial intermediaries generally are subject to information reporting, and may be subject to backup
withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient, or (ii) in the case of backup
withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject
to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the
holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is
furnished to the U.S. Internal Revenue Service in a timely fashion.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS FOR PROSPECTIVE INVESTORS IN SHARES. IT DOES NOT COVER ALL TAX
MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE
INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT
OF ACQUIRING, OWNING, AND DISPOSING OF SHARES IN SUCH INVESTORS OWN
CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S.
AND OTHER TAX LAWS.
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MARKET INFORMATION
Prior to the Offering, there has been no public market for the Shares. The Company will apply to list the Shares
on the Spanish Stock Exchanges and to have the Shares quoted on the AQS. The Spanish securities market for
equity securities comprises four stock exchanges located in Madrid, Barcelona, Bilbao and Valencia. The
Company expects that the Shares will be listed on the Spanish Stock Exchanges and quoted on the AQS on or
about February 5, 2018 under the symbol “MVC.”
Automated Quotation System
The AQS links the Spanish Stock Exchanges, providing any equity securities listed on it with a uniform
continuous market in order to eliminate certain differences arising among the various local exchanges. The
principal feature of the system is the computerized matching of bid and offer orders at the time of placement.
Each order is completed as soon as a matching order occurs, but can be modified or cancelled until completion.
The activity of the market can be continuously monitored by investors and brokers. The AQS is operated and
regulated by Sociedad de Bolsas, S.A. (“Sociedad de Bolsas”), a company owned by the companies that
manage the Spanish Stock Exchanges. All trades on the AQS must be placed through a brokerage firm, a dealer
firm or a credit entity that is a member of one of the Spanish Stock Exchanges.
In a pre-opening session held each trading day from 8:30 a.m. to 9:00 a.m. (CET), an opening price is
established for each equity security traded on the AQS based on a real-time auction in which orders can be
placed, modified or cancelled, but not completed. During this pre-opening session, the system continuously
displays the price at which orders would be completed if trading were to begin. Market participants only receive
information relating to the auction price (if applicable) and trading volume permitted at the current bid and offer
prices. If an auction price cannot be determined, the best bid and offer prices and their respective associated
trading volumes are disclosed instead. The auction terminates with a random 30-second period in which the
shares are allocated. Until the allocation process has finished, orders cannot be placed, modified or cancelled. In
exceptional circumstances (including the admission of new securities to trade in the AQS) and subject to prior
notice to the CNMV, Sociedad de Bolsas may fix an opening price disregarding the reference price (which is the
previous trading day’s closing price), alter the price range for permitted orders with respect to the reference
price and modify the reference price.
The computerized trading hours, known as the open session, range from 9:00 a.m. to 5:30 p.m. (CET). The AQS
sets out two ranges of prices for each security named “static” and “dynamic” in order to monitor the volatility of
the trading price of each security. During the open session, the trading price of a security may fluctuate within a
certain predetermined percentage above and below the “static” price (which is the price resulting from the
closing auction of the previous trading day or the immediately preceding volatility auction in the current open
session) (the “static range”). In addition, the trading price may range within a certain predetermined percentage
above and below the “dynamic” price (the trading price of the immediately preceding trade of the same security)
(the “dynamic range”). If, during the open session, there are matching bid and offer orders for a security within
the computerized system which exceed any of the above “static” and/or “dynamic” ranges, trading on the
security is automatically suspended and a new auction, known as volatility auction, is held where a new
reference price is set, and the “static” and “dynamic” ranges will apply over such new reference price. The
“static” and “dynamic” ranges applicable to each specific security are set up and reviewed periodically by
Sociedad de Bolsas. From 5:30 p.m. to 5:35 p.m. (CET), known as the closing auction, orders can be placed,
modified and cancelled, but no trades can be completed.
Between 5:30 p.m. and 8:00 p.m. (CET), trades may occur outside the computerized matching system without
prior authorization of Sociedad de Bolsas (provided such trades are however disclosed to Sociedad de Bolsas) at
a price within the range of 5% over the higher of the average price and the closing price for the trading day and
5% below the lower of the average price and closing price for the trading day provided that: (i) there are no
outstanding bids or offers in the computerized system matching or improving the terms of the proposed off-
system transaction; and (ii) among other requirements, the trade involves more than €300,000 and more than
20% of the average daily trading volume of the relevant security during the preceding three months. These off-
system trades must also relate to individual orders from the same person or entity and shall be reported to
Sociedad de Bolsas before 8:00 p.m. (CET).
Trades may take place at any time (with the prior authorization of Sociedad de Bolsas) and at any price if:
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• they involve more than €1,500,000 and more than 40% of the average daily trading volume of the relevant
securities during the preceding three months;
• the transaction results from a merger, spin-off or the restructuring of a group of companies;
• the transaction is carried out for the purposes of settling a litigation process or completing a complex set of
sale and purchase agreements; or
• for any other reason which justifies the authorization of such transaction at the discretion of Sociedad de
Bolsas.
Information with respect to computerized trades, which take place between 9:00 a.m. and 5:30 p.m., is made
public immediately. On the other hand, information with respect to off-system trades is reported to Sociedad de
Bolsas by the end of the trading day and is also published in the Stock Exchange Official Gazette (Boletín de
Cotización) and on the computer system by the beginning of the next trading day.
Clearing, Settlement and Book-Entry System
The Spanish clearing, settlement and book-entry system has been recently adapted by Act 11/2015, of June 18,
on the recovery and resolution of credit institutions and investment firms (Ley 11/2015, de 18 de junio, sobre
recuperación y resolución de entidades de crédito y empresas de servicios de inversion) and Royal Decree
878/2015, of October 2, (Real Decreto 878/2015, de 2 de octubre, sobre compensación, liquidación y registro
de valores negociables representados mediante anotaciones en cuenta, sobre el régimen jurídico de los
depositarios centrales de valores y de las entidades de contrapartida central y sobre requisitos de transparencia
de los emisores de valores admitidos a negociación en un mercado secundario oficial) to the provisions set forth
in Regulation (EU) No 909/2014 of the European Parliament and of the Council of July 23, 2014, on improving
securities settlement in the EU and on central securities depositories, amending Directives 98/26/EC and
2014/65/EU and Regulation (EU) No 236/2012. Following the implementation of this reform transactions
carried out on the AQS continue to be settled by Iberclear, as central securities depository, and are cleared by
BME Clearing, S.A., as central counterparty (CCP). Investors are urged to contact their agent or custodian in
Spain as soon as possible to make the arrangements necessary for registering the Shares in their name on the
Transaction Date.
Iberclear and BME Clearing, S.A. are owned by Bolsas y Mercados Españoles, Sociedad Holding de Mercados
y Sistemas Financieros, S.A., a listed holding company which also holds a 100% interest in each of the Spanish
official secondary markets.
Shares of listed Spanish companies are represented in book-entry form. The book-entry system is a two-tier
level registry: the keeping of the central book-entry register corresponds to Iberclear and the keeping of the
detail records correspond to the participating entities in Iberclear.
Access to become a participating entity is restricted to (i) credit institutions, (ii) investment services companies
which are authorized to render custody and administration of financial instruments, (iii) the Bank of Spain, (iv)
the General Administration and the General Social Security Treasury, (v) other duly authorized central securities
depositories and central clearing counterparties and (vi) other public institutions and private entities when
expressly authorized to become a participating entity in central securities depositories.
The central registry managed by Iberclear reflects: (i) one or several proprietary accounts which will show the
balances of the participating entities’ proprietary accounts; (ii) one or several general third-party accounts that
will show the overall balances that the participating entities hold for third parties; (iii) individual accounts
opened in the name of the owner, either individual or legal person; and (iv) individual special accounts of
financial intermediaries which use the optional procedure of settlement of orders. Each participating entity, in
turn, maintains the detail records of the owners of such shares.
According to the above, Spanish law considers the owner of the shares to be:
• the participating entity appearing in the records of Iberclear as holding the relevant shares in its own name.
• the investor appearing in the records of the participating entity as holding the shares; or
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• the investor appearing in the records of Iberclear as holding shares in a segregated individual account.
BME Clearing is the CCP in charge of the clearing of transactions closed on the Spanish Stock Exchanges.
BME Clearing interposes itself on its own account as seller in every purchase and as buyer in every sale. It
calculates the buy and sell positions vis-à-vis the participants designated in such buy-or-sell instructions. The
CCP then generates and sends to Iberclear the relevant settlement instructions.
The settlement and book-entry registration platform managed by Iberclear, which operates under the trade name
of ARCO, receives the settlement instructions from BME Clearing and forwards them to the relevant
participating entities involved in each transaction. ARCO operates under a T+2 settlement standard, by which
any transactions must be settled within two business days following the date on which the transaction was
completed.
Obtaining legal title to shares of a company listed on the Spanish Stock Exchanges requires the participation of
a Spanish official stockbroker, broker-dealer or other entity authorized under Spanish law to record the transfer
of shares. To evidence title to shares, at the owner’s request the relevant participating entity must issue a
legitimation certificate (certificado de legitimación). If the owner is a participating entity or a person holding
shares in a segregated individual account, Iberclear is in charge of the issuance of the certificate regarding the
shares held in their name.
Euroclear and Clearstream, Luxembourg
Shares deposited with depositaries for Euroclear Bank, S.A./N.V., as operator of the Euroclear System
(“Euroclear”), and Clearstream Banking, Société Anonyme (“Clearstream”), and credited to the respective
securities clearance account of purchasers in Euroclear or Clearstream against payment to Euroclear or
Clearstream, will be held in accordance with the Terms and Conditions Governing Use of Euroclear and
Clearstream, the operating procedures of the Euroclear System (as amended from time to time), the
Management Regulations of Clearstream and the instructions to Participants of Clearstream (as amended from
time to time), as applicable. Subject to compliance with such regulations and procedures, those persons on
whose behalf accounts are kept at Euroclear or Clearstream and to whom shares have been credited
(“investors”), will be entitled to receive a number of shares equal to that amount credited in their accounts.
With respect to shares deposited with depositaries for Euroclear or Clearstream, such shares will be initially
recorded in the name of Euroclear or one of its nominees or in the name of Clearstream or one of its nominees,
as the case may be. Thereafter, investors may withdraw shares credited to their respective accounts if they wish
to do so, upon payment of the applicable fees (as described below), if any, and once the relevant recording in the
book-entry records kept by the members of Iberclear has occurred.
Under Spanish law, only the shareholder of record in Iberclear’s registry is entitled to dividends and other
distributions and to exercise voting, pre-emptive and other rights in respect of such shares. Euroclear (or its
nominees) or Clearstream (or its nominees) will, respectively, be the sole record holders of the shares that are
deposited with any depositaries for Euroclear and Clearstream until investors exercise their rights to withdraw
such shares and record their ownership rights over them in the book-entry records kept by the members of
Iberclear.
Cash dividends or cash distributions, as well as stock dividends or other distributions of securities, received in
respect of the shares that are deposited with the depositories for Euroclear and Clearstream will be credited to
the cash accounts maintained on behalf of the investors at Euroclear and Clearstream, as the case may be, after
deduction of any applicable withholding taxes, in accordance with the applicable regulations and procedures for
Euroclear and Clearstream. See “Taxation” above.
Euroclear and Clearstream will endeavour to inform investors of any significant events of which they become
aware affecting the shares recorded in the name of Euroclear (or its nominees) and Clearstream (or its nominees)
and requiring action to be taken by investors. Each of Euroclear and Clearstream may, at their discretion, take
such action, as they deem appropriate in order to assist investors in exercising their voting rights in respect of
the shares. Such actions may include: (i) acceptance of instructions from investors to grant or to arrange for the
granting of proxies, powers of attorney or other similar certificates or (ii) exercise by Euroclear or its nominees
and Clearstream or its nominees of voting rights in accordance with the instructions provided by investors.
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In case the Company offers or causes to be offered to Euroclear or its nominees and Clearstream or its
nominees, acting in their capacity as record holders of the Shares deposited with the depositaries for Euroclear
and Clearstream, any rights to subscribe for additional shares or rights of any other nature, each of Euroclear
and Clearstream will, respectively, endeavour to inform investors of the terms of any such rights of which they
become aware in accordance with the applicable provisions in the aforementioned regulations and procedures.
Such rights will be exercised, insofar as practicable and permitted by applicable law, according to written
instructions received from investors, or, alternatively, such rights may be sold and, in such event, the net
proceeds will be credited to the cash account kept on behalf of the investor with Euroclear or Clearstream.
Tender Offers
Tender offers are governed in Spain by Articles 128 et seq. of the LMV and Royal Decree 1066/2007, of July 27
(Real Decreto 1066/2007, de 27 de julio, de régimen de las ofertas públicas de adquisición de valores) which
implement Directive 2004/25/EC of the European Parliament and of the Council of April 21. Other than the
referred tender offer regulation, there is no other special regulation in Spain which may govern mandatory
tender offers over the Shares.
Tender offers in Spain may qualify as either mandatory or voluntary.
Mandatory tender offers must be launched for all the shares of the target company and all other securities that
might directly or indirectly entitle to acquire or subscribe such shares (including, without limitation, convertible
and exchangeable notes) at an equitable price when any person or entity acquires control of a Spanish-listed
company, whether such control is obtained:
• by means of the acquisition of shares or other securities that directly or indirectly entitle to subscribe or
acquire voting shares in such company;
• through shareholder agreements with shareholders or other holders of said securities; or
• as a result of other situations of equivalent effect as provided in the applicable Spanish regulation on tender
offers (which constitute indirect control acquired through mergers, share-capital decreases, changes in the
target’s treasury stock).
A person or entity is deemed to have control over a target company, either individually or jointly with other
parties acting in concert, whenever:
• it acquires, directly or indirectly, a percentage of the company’s voting rights equal to or greater than 30%;
or
• it has acquired a percentage that is less than 30% of the voting rights and appoints, during the 24-month
period following the date of acquisition of said percentage, a number of directors that, together with those
already appointed by it (if any), represents more than half of the members of the target company’s Board of
Directors. The Spanish regulation on tender offers also sets forth certain situations where directors are
deemed to have been appointed by the bidder or persons acting in concert therewith unless evidence to the
contrary is provided.
For the purposes of calculating the percentages of voting rights acquired, the Spanish regulation establishes the
following rules:
• percentages of voting rights corresponding to: (i) companies belonging to the same group as the bidder; (ii)
members of the Board of Directors of the bidder or of companies of its group (unless evidence to the
contrary is provided); (iii) persons acting in concert with or on behalf of the bidder; (iv) voting rights which
may be exercised freely and over an extended period by the bidder under proxy granted by the actual
holders or owners of such rights, in the absence of their specific instructions with respect thereto; and (v)
shares held by a nominee (such nominee being a third party whom the bidder totally or partially covers
against the risks related to acquisitions or transfers of the shares or the possession thereof), will be deemed
to be held by the bidder;
• both the voting rights arising from the ownership of shares and those enjoyed under a usufruct or pledge or
under any other contractual title, will also be deemed to be held by the bidder;
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• the percentage of voting rights shall be calculated based on the entire number of the company’s shares with
voting rights, even if the exercise of such rights has been suspended. Treasury stock held directly or
indirectly by the target company (according to the information available on the date of calculation of the
percentage of voting rights held by the bidder) shall be excluded from the calculation. Non-voting shares
shall be taken into consideration only when they carry voting rights pursuant to applicable law; and
• acquisitions of securities or other financial instruments which entitle the holder to the subscription,
conversion, exchange or acquisition of shares which carry voting rights will not result in the obligation to
launch a tender offer until such subscription, conversion, exchange or acquisition occurs.
Notwithstanding the foregoing, upon the terms established in the applicable Spanish regulation on tender offers,
the CNMV will conditionally exempt a person or entity from the obligation to launch a mandatory bid when
another person or entity not acting in concert with the potential bidder, directly or indirectly holds an equal or
greater voting percentage in the target company.
Spanish regulations establish certain exceptions where control is obtained but no mandatory tender offer is
required, including, among others:
• Subject to the CNMV’s approval, acquisitions or other transactions resulting from the conversion or
capitalization of claims into shares of listed companies if their financial feasibility is subject to serious and
imminent danger provided that such transactions are intended to ensure the company’s financial recovery in
the long term. The approval of the CNMV will not be required if the acquisition takes place in the context
of a refinancing agreement under Additional Disposition Fourth of Act 22/2003, of July 9, on insolvency
(Ley 22/2003, de 9 de julio, concursal).
• In the event of a merger, provided that those acquiring control did not vote in favor of the merger at the
relevant general shareholders’ meeting of the offeree company and provided also that it can be shown that
the primary purpose of the transaction is not the takeover but an industrial or corporate purpose.
• When control has been obtained after a voluntary bid for all of the securities, if either the bid has been made
at an equitable price or has been accepted by holders of securities representing at least 50% of the voting
rights to which the bid was directed (excluding voting rights already held by the bidder and those belonging
to shareholders who entered into an agreement with the bidder regarding the tender offer).
The price of the mandatory tender offer is deemed to be equitable when it is at least equal to the highest price
paid by the bidder or any person acting in concert therewith for the same securities during the twelve months
preceding the announcement of the tender offer. Other rules used to calculate such equitable price are set forth
in the applicable Spanish regulation. However, the CNMV may change the price determined pursuant to said
rules in certain circumstances (extraordinary events affecting the price, evidence of market manipulation, etc.).
Mandatory offers must be launched as soon as possible and at any event within one month from the acquisition
of the control of the target company.
Voluntary tender offers may be launched in those cases in which a mandatory offer is not legally required.
Voluntary offers are subject to the same rules established for mandatory offers except for the following:
• they might be subject to certain conditions (such as amendments to the bylaws or adoption of certain
resolutions by the general shareholders’ meeting of the target company, acceptance of the offer by a
minimum number of shares of the target company, approval of the offer by the general shareholders’
meeting of the bidder; and any other condition deemed by the CNMV to be in accordance with law),
provided that the fulfilment of such conditions may be verified by the end of the offer acceptance period;
and
• they may be launched at a price other than an equitable price.
The price in a voluntary tender offer must be the higher of (i) the equitable price and (ii) the price resulting from
an independent valuation report, and must at least consist of cash as an alternative if certain circumstances have
occurred during the two years prior to the announcement of the offer (basically, the trading price for the shares
being affected by price manipulation practices, market or share prices being affected by natural disasters, force
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majeure, or other exceptional events, or the target company being subject to expropriation or confiscation
resulting in significant impair of the company’s real value).
The Spanish regulation on tender offers sets forth further relevant provisions, including, among others:
• the Board of Directors of the target company will be exempt from the prohibition to carry out frustrating or
defensive actions against a foreign bidder provided the latter’s Board of Directors is not subject to
equivalent passivity rules and subject to prior approval by the company’s general shareholders’ meeting
within the 18-month period before the date of the public announcement of the tender offer;
• defensive measures included in a listed company’s bylaws and transfer and voting restrictions included in
agreements among a listed company’s shareholders will remain in place whenever the company is the target
of a tender offer, unless the shareholders decide otherwise (in which case any shareholders whose rights are
diluted or otherwise adversely affected shall be entitled to compensation at the target company’s expense);
and
• squeeze-out and sell-out rights will apply provided that following a mandatory tender offer (or as a result of
a voluntary offer for all the of the target’s share capital) the bidder holds shares representing at least 90% of
the target company’s voting share capital and the tender offer has been accepted by the holders of securities
representing at least 90% of the voting rights over which the offer was launched.
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PLAN OF DISTRIBUTION
The Offering
The Selling Shareholders and the Company expect that the Offering will take place according to the calendar set
out at “—Tentative calendar of the Offering” below.
The Offering is of up to 39,130,435 Shares, with a nominal value of €7.20000001476829 per Share (the Initial
Offered Shares), representing 25.80% of the total issued ordinary share capital of the Company, which results in
an offer of up to €281,739,132.58 of nominal value. In addition, Altamira Santander Real Estate, S.A. on behalf
of the Santander Entities and Anida Operaciones Singulares, S.A. on behalf of the BBVA Entities will grant
Morgan Stanley & Co. International plc an option to purchase a number of Additional Shares of the Company
up to 15% of the Initial Offered Shares to cover over-allotments of Shares in the Offering, if any, and short
positions resulting from stabilization transactions. The Over-Allotment Option is exercisable, in whole or in
part, by the Stabilization Manager, on behalf of itself and the other Managers, upon notice to the Selling
Shareholders at any time on or before 23:59 CET on the date following 30 calendar days after Admission.
The closing date of the Offering or the “Transaction Date” (fecha de operación bursátil) is expected to be on
or about February 2, 2018. The Company will publish the Offering Price through a relevant fact (hecho
relevante) as described in “—Pricing of the Offering—Offering Price” below. Under Spanish law, on the
Transaction Date investors become unconditionally bound to pay for, and entitled to receive, the Initial Offered
Shares purchased in the Offering.
Payment by the final investors for the Initial Offered Shares will be made no later than the second business day
after the Transaction Date against delivery through the facilities of Iberclear of the Initial Offered Shares to final
investors, which is expected to take place on or about February 5, 2018 (the “Settlement Date”). The Shares are
expected to be listed on the Spanish Stock Exchanges and quoted on the AQS on or about February 5, 2018,
under the ticker symbol “MVC”.
The Offering will be conducted through a book-building process expected to take place from January 22, 2018
after the registration of this Prospectus with the CNMV and February 1, 2018. During the book-building period,
the Managers will market the Initial Offered Shares among investors in accordance with, and subject to, the
selling restrictions set forth in this Prospectus. Investors may submit their purchase proposals during this period,
indicating the total amount in euro that they would be prepared to invest in purchasing Offered Shares and, if
applicable, the maximum purchase price at which they would be interested in acquiring them.
The book-building period may be reduced or extended by agreement of the Selling Shareholders and the Joint
Global Coordinators if, in the first case, the book of demand is sufficiently covered in their view before the end
of the book-building period or, in the second case, if they understand that an extension of the book-building
period is appropriate to ensure the success of the Offering. In the event that there is such a reduction or
extension of the book-building period, the Company will inform the market through the publication of a relevant
fact (hecho relevante) and the subsequent steps in the tentative calendar of the Offering may be postponed or
brought forward accordingly.
The purchase proposals made by investors during the book-building period will constitute only an indication of
interest of the investors in the Initial Offered Shares and shall accordingly not be binding with respect to the
amount in euro sought to be invested in the purchase of the Offered Shares and, if applicable, the price per
Offered Share neither for the investors nor for the Selling Shareholders. Following the determination of the
Offering Price and allocation of the Offered Shares to investors, allocatees will be notified by any of the
Managers of both the Offering Price and of the number of Offered Shares allocated to them and will be asked to
confirm their purchase proposals. Once a purchase proposal has been confirmed by an investor it becomes
irrevocable. Investors will be expected to confirm their purchase proposals to their custodian entities responsible
for their “billing and delivery” including in their settlement instructions the 35 digits corresponding to each of
the final investor’s settlement account in Iberclear and the 20 digits corresponding to each final investor’s
securities account in an Iberclear participant. Failure to furnish such instructions to their respective “billing and
delivery” entities may result in investors not being allocated Initial Offered Shares or custodians not accepting
settlement. The Selling Shareholders will bear any expenses payable to the Spanish Stock Exchanges and
Iberclear deriving from the registration of the Shares under the name of the relevant investors.
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The Company and the Selling Shareholders have discussed with the Joint Global Coordinators their principles
for allocation, the factors they believe to be relevant to the allocation and pricing of the Offered Shares and have
agreed the objectives and process for the allocation and pricing of the Offered Shares. The Joint Global
Coordinators will take into account their prudential responsibilities to manage their risk properly when agreeing
the allocation, pricing and timing.
The final decision on the allocation of the Initial Offered Shares shall be made on the date of pricing of the
Offering, which is expected to occur on or about February 1, 2018.
The Offering has a single tranche and consists of a placement to institutional investors only, including into the
United States, only to QIBs (“qualified institutional buyers” as defined in and in reliance upon Rule 144A) and
outside the United States in “offshore transactions” as defined in, and in reliance upon, Regulation S. Outside
the United States, the Offering is directed only to investors who, if resident in a member state of the European
Economic Area (the “EEA”), are qualified investors within the meaning of Article 2(1)(e) of the Prospectus
Directive, and if resident in Spain, to qualified investors with the meaning of Article 39 of Royal Decree
1310/2005 of November 4.
The Shares have not been and will not be registered under the Securities Act or any state securities laws and
may not be offered or sold within the United States except in transactions exempt from, or not subject to, the
registration requirements of the Securities Act. Any offer or sale of Shares in reliance on Rule 144A under the
Securities Act will be made by brokers or dealers that are registered as such under the Exchange Act. Neither
this Prospectus nor the Shares have been or will be registered under any securities laws of any jurisdiction other
than Spain.
In addition, until 40 days after the commencement of the Offering, an offer or sale of Shares within the United
States by a dealer that is not participating in the Offering may violate the registration requirements of the
Securities Act if that offer or sale is made otherwise than in accordance with Rule 144A.
Certain underwriters are not broker-dealers registered with the SEC and therefore may not make sales of any
shares in the United States or to U.S. persons except through one or more U.S. registered broker-dealers or
otherwise in compliance with applicable U.S. laws and regulations.
The Underwriting Agreement
Upon finalization of the book-building period and setting of the Offering Price (expected to be on or about
February 1, 2018), the Company, the Selling Shareholders and the Managers expect to enter into an
underwriting agreement (the “Underwriting Agreement”) with respect to the Initial Offered Shares and the
Additional Shares. Subject to the satisfaction of certain conditions set out in the Underwriting Agreement and
the Underwriting Agreement not having terminated in accordance with its terms, each Manager below will
agree, severally but not jointly, to purchase the Initial Offered Shares (therefore excluding the Additional
Shares) set forth opposite its name in the following table:
Percentage
Number of Initial of total
Offered underwriting
Manager Shares(1) commitment
Deutsche Bank AG, London Branch ............................ 10,437,654 26.67%
Morgan Stanley & Co. International plc....................... 10,437,654 26.67%
Banco Bilbao Vizcaya Argentaria, S.A. ....................... 6,253,043 15.98%
Banco Santander, S.A. ................................................. 6,253,043 15.98%
Goldman Sachs International........................................ 2,300,869 5.88%
Société Générale ........................................................... 2,301,652 5.88%
CaixaBank, S.A. ........................................................... 536,086 1.37%
Norbolsa S.V., S.A. ...................................................... 305,217 0.78%
Fidentiis Equities S.V., S.A.. ........................................ 305,217 0.78%
Total ............................................................................. 39,130,435 100.00%
__________
(1) The amounts in this column refer to the number of Initial Offered Shares only, the Additional Shares, if any, would be distributed among the Managers
following the same percentages.
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The Selling Shareholders will inform the market of any amendment to the number or identity of the Managers,
or of any amendment to the percentage of Initial Offered Shares underwritten by any of them through the
publication of a relevant fact (hecho relevante).
If one or more of the Managers shall fail on the Transaction Date (as defined above, and expected to be on or
about February 2, 2018), to procure purchasers for, or to purchase the Shares which it or they are obliged to
purchase under the Underwriting Agreement (the “Defaulted Shares”), the Joint Global Coordinators shall
have the right, within 24 hours thereafter (or as otherwise may be agreed among the non-defaulting Manager(s)
and the Company), to make arrangements for the non-defaulting Managers, or any other Managers, to procure
purchasers for, or to themselves purchase all, but not less than all, of the Defaulted Shares in such amounts as
may be agreed upon and upon the terms set forth in the Underwriting Agreement. If, however, the Joint Global
Coordinators shall not have completed such arrangements within such 24-hour period, then (i) if the number of
Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-
defaulting Managers shall be obliged, severally and not jointly, to procure purchasers for, or failing which to
itself purchase the full amount of any Defaulted Shares in the proportions that their respective underwriting
obligations bear to the underwriting obligations of all non-defaulting Managers; or (ii) if the number of
Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, the Underwriting
Agreement shall terminate without liability on the part of any non-defaulting Manager, and the Offering will
therefore be revoked. See “—Withdrawal and Revocation of the Offering” below.
No action taken pursuant to the paragraph above shall relieve any defaulting Manager from liability in respect of
its default. In the event of any such default which does not result in a termination of the Underwriting
Agreement, either the Joint Global Coordinators or the Company and the Selling Shareholders shall have the
right to postpone the Transaction Date for a period not exceeding three days in order to effect any required
changes in any documents or arrangements.
Under the Underwriting Agreement, Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares,
S.A. will grant the Stabilization Manager, acting on behalf of itself and the other Managers severally but not
jointly, an option, exercisable in whole or in part on one occasion only during 30 calendar days after Admission
to purchase up to 5,869,565 Additional Shares (representing 15% of the Initial Offered Shares) at the Offering
Price. See “Tentative calendar of the Offering—Over-Allotment Option” below.
The Company will give the Managers customary representations and warranties in the Underwriting Agreement,
including in relation to the Company’s business, the Shares and the contents of this Prospectus. The Selling
Shareholders will also give the Managers customary representations and warranties under the Underwriting
Agreement in relation to, among other matters, their title to the Shares.
In consideration of the agreement by the Managers to purchase the Offered Shares and, if and to the extent the
Over-Allotment Option is exercised, the Additional Shares, the Company and the Selling Shareholders will pay
to the Managers a commission to be agreed under, and subject to the terms of, the Underwriting Agreement
which will be a percentage of the aggregate Offering Price of the Offered Shares sold in the Offering. The
Company and the Selling Shareholders may, at their sole and absolute choice and discretion, elect to pay to the
Managers a discretionary commission to be agreed under the Underwriting Agreement. Furthermore, the Selling
Shareholders and the Company will agree to reimburse the Managers for certain expenses in connection with the
Offering.
The Underwriting Agreement will also provide that the Company and the Selling Shareholders will, subject to
certain exceptions, indemnify the Managers against certain liabilities, including liabilities under applicable
securities laws that may arise in connection with the Offering.
Pricing of the Offering
Prior to the Offering, there has been no public market for the Shares.
Offering Price Range
The indicative non-binding Offering Price Range is €18.00 to €19.50 per Offered Share, but the Offering Price
may be outside this range. The Offering Price Range has been determined based on negotiations between the
Selling Shareholders and the Joint Global Coordinators and no independent experts have been consulted in
determining the Offering Price Range. The Offering Price Range implies an aggregate Offering Price of
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between approximately €704.35 million and €763.04 million, if the Over-Allotment Option is not exercised, and
of between €810.00 million and €877.50 million, if the Over-Allotment Option is fully exercised, and a market
capitalization of the Company totaling approximately between €2,730 million and €2,957 million,
approximately. The Offering Price Range is indicative only and the Offering Price may be higher or lower than
the Offering Price Range. There can be no assurance that the prices at which the Shares will sell in the public
market after the Offering will not be lower than the Offering Price Range or that an active trading market in the
Company’s Shares will develop and continue after the Offering.
Offering Price
The Offering Price will be determined upon the finalization of the book-building period (expected to be on or
about February 1, 2018) and it will be announced by the Company through a relevant fact (hecho relevante)
reported to the CNMV no later than 03:00 a.m. of the following day (Madrid time) (unless the Selling
Shareholders and the Joint Global Coordinators agree otherwise) on the date the Offering Price is set (which is
expected to be occur on or about February 1, 2018) (or any prior date or subsequent date if it is previously
reported to the CNMV).
The underwriting price will be the price per Share to which the Managers will undertake to purchase the Initial
Offered Shares that, as the case may be, are not allocated to investors, and will be equal to the Offering Price.
The purchase price of any Additional Shares will also be equal to the Offering Price.
Expenses and taxes charged to the investor
The Company and the Selling Shareholders will not charge investors any expenses in addition to the Offering
Price.
Purchasers of Shares may be required to pay stamp taxes and other charges in compliance with the laws and
practices of their country of purchase in addition to the Offering Price. In addition, purchasers will have to bear
the commissions payable to the financial intermediaries through which they will hold the Shares, including
those commissions related to administration and security custody which are freely set by the relevant financial
intermediaries and notified to CNMV or the Bank of Spain (Banco de España), as the case may be.
As set forth in section “Taxation—Spanish Tax Considerations—Spanish Transfer Tax” the acquisition or
subscription of the Shares and any subsequent transfer thereof will be exempt from Transfer Tax, Stamp Duty
and Value Added Tax.
Payment of the Shares
The payment of the Offering Price by the investors for the Shares purchased in the Offering shall be made
between the Transaction Date (expected to be on or about February 2, 2018) and no later than 9:30 a.m. (Madrid
time) on the Settlement Date (expected to be on or about February 6, 2018), both inclusive, notwithstanding any
advances requested, as the case may be.
The referred amounts shall be paid by the investors through the book-entry facilities of Iberclear and its
participating entities. The Selling Shareholders shall not dispose of those funds unless each of the following has
occurred: (i) Admission is complete and (ii) settlement of the Offering has taken place on the Settlement Date.
Delivery of the Shares
The final allocation of the Initial Offered Shares will be decided by February 1, 2018, which shall notify so to
the Agent Bank by means of the delivery of the corresponding files to be submitted to Iberclear and to the
Spanish Stock Exchanges on or around 07:00 p.m. (Madrid time) on the Transaction Date (expected to be on or
about February 2, 2018) and the Agent Bank shall arrange the delivery of the Initial Offered Shares to the
assignees on or around 07:00 p.m. (Madrid time) on the Transaction Date.
On the Transaction Date, the Joint Global Coordinators will submit the details of the final allocation of the
Initial Offered Shares to the Managers, which will in turn notify such details to the relevant investors.
In addition, on the same date, the Agent Bank shall arrange with the Spanish Stock Exchanges the statement of
sale and purchase transaction and the allocation of the corresponding book-entry registries.
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Execution of the sale of the Initial Offered Shares will be deemed made on the Transaction Date, although the
actual delivery will take place on the Settlement Date.
The outcome of the Offering will be published through a relevant fact (hecho relevante) with the CNMV by not
later than the Transaction Date.
Agent
Banco Santander, S.A., a Spanish company with its corporate address at Paseo de Pereda, 9-12. 39004
Santander, Spain, acts as agent bank in the Offering (the “Agent Bank”). In such condition, the Agent Bank will
perform the following functions: instruct the entities participating in the Offering on the procedures applicable
to its execution, receiving and processing the corresponding files with the final allocation of the Offered Shares
to final investors as per the instructions of the Joint Global Coordinators and the Company, and cooperating
with the Company in the Admission process.
Withdrawal and revocation of the Offering
Withdrawal of the Offering
The Company and the Selling Shareholders expressly reserve the right to withdraw the Offering, postpone it,
defer it, or suspend it temporarily or indefinitely for any reason at any time before the setting of the Offering
Price.
In case of withdrawal, the Selling Shareholders will notify such circumstance to the CNMV, the Agent Bank
and the Joint Global Coordinators on behalf of the Managers, on the date on which the withdrawal takes place or
as soon as practicable.
Revocation of the Offering
The Offering will be revoked:
(a) if the Underwriting Agreement is not signed on or before 03:00 a.m. (Madrid time) on the following
day of the Offering Price is set (which is expected to be set on or about February 1, 2018, or any
postponement thereof duly notified to the CNMV);
(b) if the Offering is suspended or withdrawn by any judicial or administrative authority;
(c) if the Shares are not admitted to listing on the Spanish Stock Exchanges before 11:59 p.m. (Madrid
time) on February 28, 2018; or
(d) if the Underwriting Agreement is terminated upon the occurrence of customary termination provisions
set forth in the Underwriting Agreement, among other things, there being no breach of the
representations, warranties or undertakings under the Underwriting Agreement and there being no
change in the market which in the judgment of the Joint Global Coordinators acting in good faith is
such as to make it impracticable or inadvisable to proceed with the Offering.
In case of withdrawal or revocation of the Offering, all offers to purchase Shares shall be cancelled and all
purchase orders related to the Offering shall be terminated. Additionally, the Selling Shareholders will have no
obligation to deliver the Offered Shares and the investors shall have no obligation to purchase the Offered
Shares. If any advance payment would have been made by any investor to the Managers, the relevant Managers
will refund such amounts free of any charges, commission or expenses on the business day after the
announcement of the revocation of the Offering.
In the event that the Offered Shares have already been delivered by the Selling Shareholders and the Offering
Price has been paid by the investors on the business day after the announcement of the revocation of the
Offering, the investors would be required to return title to the Offered Shares and the Selling Shareholders will
repurchase the Offered Shares to the purchasers for the amount paid by them in the Offering, together with
interest calculated at the statutory rate (as of the date of this Prospectus, set at 3% per annum) from the date on
which the purchasers paid for the Offered Shares until the date on which the Selling Shareholders repay the
Offering Price.
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The investors purchasing Offered Shares shall be deemed to have consented to the aforementioned repurchase of
Offered Shares.
In case of revocation of the Offering, the Selling Shareholders will notify such circumstance to the CNMV, the
Agent Bank and the Joint Global Coordinators on behalf of the Managers, on the date on which the revocation
takes place or as soon as practicable.
Tentative calendar of the Offering
The Company expects that the Offering will take place according to the tentative calendar set out below:
Event Date
Registration of this Prospectus with the CNMV.............................................................. January 19, 2018
Commencement of the book-building period in which proposals are made by
Qualified Investors ...................................................................................................... January 22, 2018
Finalization of book-building period ............................................................................... February 1, 2018
Execution of Underwriting Agreement............................................................................ February 1, 2018
Publication of a relevant fact disclosure with the final size of the Offering .................... February 1, 2018
Selection of offers to buy Shares ..................................................................................... February 1, 2018
Confirmation of offers to buy Shares .............................................................................. February 1, 2018
Final allocation of Shares ................................................................................................ February 1, 2018
Transaction date of the Offering and publication of relevant fact disclosure
(Transaction Date) (on or about) ................................................................................ February 2, 2018
Admission and commencement of Stabilization Period (on or about)............................. February 5, 2018
Settlement Date (on or about) .......................................................................................... February 6, 2018
End of Stabilization Period .............................................................................................. March 7, 2018
Authorizations of the Offering
On December 19, 2017, the general shareholders’ meeting of the Company approved the application for the
Admission and to carry out the Offering and granted the necessary authority to the Company’s Board of
Directors. On the same date, the Company’s Board of Directors resolved to apply for Admission and to
carry out the Offering.
On January 17, 2018, the Company determined the indicative Offer Price Range for the Offering.
For the avoidance of doubt, no application has been made or is currently intended to be made for the
Shares to be admitted to listing or trading on any exchange other than the Spanish Stock Exchanges and the
AQS.
No pre-emptive subscription and/or acquisition rights are applicable in relation to the Offering, and no pre-
emptive acquisition rights apply to the transfer of the Offer Shares.
The Offering is not subject to any administrative approval or authorization besides the regime applicable to
the approval by the CNMV of this document as a prospectus for the purposes of the Offering and the
subsequent Admission in accordance with the LMV and related regulation.
Stabilization
In connection with the Offering, Morgan Stanley & Co. International plc, or any of its agents, as Stabilization
Manager, acting also on behalf of the Managers, may (but will be under no obligation to), to the extent
permitted by applicable law, engage in transactions that stabilize, support, maintain or otherwise affect the price
of the Shares, as well as over-allot Shares or effect other transactions, all with a view to supporting the market
price of the Shares at a level higher than that which might otherwise prevail in an open market. Any stabilization
transactions shall be undertaken in accordance with applicable laws and regulations, in particular, with
Commission Regulation (EU) No. 596/2014 of April 16, 2014 of the European Parliament and of the Council of
April 16, 2014 on market abuse (hereinafter in this section, “Regulation (EU) 596/2014”), as regards
exemptions for buy-back programs and stabilization of financial instruments set forth under the Commission
Delegated Regulation (EU) 2016/1052 of March 8, 2016 supplementing Regulation (EU) No 596/2014 of the
European Parliament and of the Council with regard to regulatory technical standards for the conditions
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applicable to buy-back programs and stabilization measures (hereinafter in this section, “Delegated Regulation
(EU) 2016/1052”).
The stabilization transactions shall be carried out for a maximum period of 30 calendar days from the date of the
commencement of trading of the Shares on the Spanish Stock Exchanges, provided that such trading is carried
out in compliance with the applicable rules, including any rules concerning public disclosure and trade
reporting. The Stabilization Period is expected to commence on February 5, 2018 and end on March 7, 2018.
For this purpose, the Stabilization Manager may carry out an over-allotment of Shares in the Offering, which
may be covered by the Stabilization Manager pursuant to a security loan granted by Altamira Santander Real
Estate, S.A. and Anida Operaciones Singulares, S.A. The Stabilization Manager (i) is not required to enter into
such transactions and (ii) such transactions may be effected on any securities market, or otherwise and may be
taken at any time during the Stabilization Period. However, there is no obligation that the Stabilization Manager
or any of its agents effect stabilizing transactions and there is no assurance that the stabilization transactions will
be undertaken. Such stabilization, if commenced, may be discontinued at any time without prior notice, without
prejudice to the duty to give notice to the CNMV of the details of the transactions carried out under Regulation
(EU) 596/2014 and Delegated Regulation (EU) 2016/1052. In no event will measures be taken to stabilize the
market price of the Shares above the Offering Price. In accordance with Article 5.5 of Regulation (EU)
596/2014 and Article 6.2 of Delegated Regulation (EU) 2016/1052, the details of all stabilization transactions
will be notified by the Stabilization Manager to the CNMV no later than closing of the seventh daily market
session following the date of execution of such stabilization transactions.
Additionally, in accordance with articles 5.4 and 5.5 of Regulation (EU) No. 596/2014 and Article 6.3 of
Delegated Regulation (EU) 2016/1052, the following information will be disclosed to the CNMV by the
Stabilization Manager within one week of the end of the Stabilization Period: (i) whether or not stabilization
transactions were undertaken; (ii) the date at which stabilization transactions were initiated; (iii) the date on
which stabilization transactions last occurred; and (iv) the price range within which the stabilization transactions
were carried out, for each of the dates during which stabilization transactions were carried out.
Over-Allotment Option
In connection with the Offering, Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares, S.A.
will grant Morgan Stanley & Co. International plc an option to purchase up to 4.126.606 and 1.742.959
additional Shares, respectively (representing, in aggregate, 15% of the Initial Offered Shares) at the Offering
Price. The Over-Allotment Option is exercisable by the Stabilization Manager, on behalf of itself and the other
Managers, upon notice to Altamira Santander Real Estate, S.A. and Anida Operaciones Singulares, S.A. at any
time on or before 23:59 CET of the date falling 30 calendar days after Admission. This period is expected to
commence on February 5, 2018 and end on March 7, 2018. Any Additional Shares made available pursuant to
the Over-Allotment Option will rank pall passu in all respects with the Initial Offered Shares, including for all
dividends and other distributions declared, made or paid on the Initial Offered Shares, if any, will be purchased
on the same terms and conditions as the Initial Offered Shares being sold in the Offering and will form a single
class for all purposes with the other Shares.
Lock-Up Agreements
The Company will agree in the Underwriting Agreement that without the prior written consent of the Joint
Global Coordinators on behalf of the Managers, it will not, from the date of execution of the Underwriting
Agreement through 180 days after Admission, without the prior consent of the Joint Global Coordinators,
subject to certain exceptions: (i) directly or indirectly, issue, offer, pledge, sell, announce an intention to or
contract to sell, sell any option, warrant or contract to subscribe or purchase, exercise any option to subscribe,
sell, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or
otherwise transfer or dispose of, directly or indirectly, any Shares, any other equity securities of the Company
or any financial instruments convertible into or giving the right to subscribe for Shares or any other equity
securities of the Company or file any prospectus under the Prospectus Directive and the prospectus rules
thereunder or any similar document with any other securities regulator, stock exchange or listing authority with
respect to any of the foregoing; (ii) enter into any swap or any other agreement or any transaction that
transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the
Shares or any other equity securities of the Company, whether any such swap or transaction described in sub-
section (i) or (ii) above is to be settled by delivery of Shares or any securities, in cash or otherwise; or (iii)
publicly announce such intention to effect any such transaction. The foregoing restrictions shall not apply to
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any Shares issued, sold or transferred or options granted to purchase Shares pursuant to the MIP or the LTIP of
the Company, as disclosed in the Prospectus.
The Santander Entities and the BBVA Entities will agree in the Underwriting Agreement to similar restrictions
regarding the Shares for a period starting on the date of execution of the Underwriting Agreement and through
180 days after Admission, subject to certain exceptions. The foregoing restrictions shall not apply to (i) transfers
of Shares among affiliated companies (within the meaning of article 5 of the LMV), provided that the transferee
of such Shares agrees to comply with the lock-up restrictions; (ii) any transfer over or options granted to
purchase shares of the Company pursuant to the Management Incentive Plan (MIP) or the Long Term Incentive
Plan (LTIP) of the Company; (iii) the transfer at any time of 5,990,548 shares of the Company by certain
Santander Entities to Blackstone or entities or vehicles participated by Blackstone in the context of the
denominated “Project Quasar” (the “Quasar Shares”), and (iv) after the end of the Stabilization Period, any
subsequent transfer of the Quasar Shares.
Finally, the directors, members of senior management and certain key employees who are beneficiaries of the
LTIP are also subject to certain lock-up undertakings in connection with the Company’s Shares they may
receive under the same. See section “Management and Board of Directors—Compensation” for further
information.
Other Relationships
The Managers and their respective affiliates may have engaged in transaction with and may have performed
various investment banking, financial advisory and other services for the Company, the Santander Entities, the
BBVA Entities and their respective affiliates, for which they received customary fees, and they and their
respective affiliates may provide such services for the Company and the Santander Entities, the BBVA Entities
and their respective affiliates in the future. In particular, certain of the Managers are lenders (either directly or
through their affiliates) under certain of the Company’s debt facilities, including the Facility Agreement (see
“Operating and Financial Review—Liquidity and Capital Resources—Indebtedness”) and or provide
performance and other guarantees to the Company. Moreover, in the ordinary course of their business activities,
the Managers and their respective affiliates may make or hold a broad array of investments and actively trade
debt and equity securities (or related derivative securities) and financial instruments (which may include bank
loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any
time hold long and short position in such securities and instruments. Such investment and securities activities
may involve securities and instruments, including corporate debt facilities, of the Group and the Santander
Entities and the BBVA Entities.
Offering expenses
Due to the difficulty to determine the expenses incurred as of the date of this Prospectus, for purely
informational purposes, we estimate that the total fees and expenses of the Offering are approximately
€29.93 million. Out of the total fees and expenses of the Offering, the Selling Shareholders will pay for their
own costs and expenses incurred in connection with the Offering, including the costs, commissions and
expenses of their legal and professional advisers. The Company will pay for other expenses related to the
Offering as set forth in the Underwriting Agreement, which we expect to be approximately €3.6 million.
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SELLING AND TRANSFER RESTRICTIONS
No action has been or will be taken in any jurisdiction that would permit a public offering of the Offered Shares,
or possession or distribution of this Prospectus or any other offering material in any country or jurisdiction
where action for that purpose is required. Accordingly, the Offered Shares may not be offered or sold, directly
or indirectly, and neither this Prospectus, nor any other offering material or advertisement in connection with the
Offered Shares, may be distributed or published, in or from any country or jurisdiction except in circumstances
that will result in compliance with any and all applicable rules and regulations of any such country or
jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe
any restrictions on the distribution of this Prospectus and the Offering. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not
constitute an offer of, or the solicitation of an offer to buy or subscribe for, any of the Offered Shares to any
person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction. There
will be no public offering in the United States.
No Offered Shares have been marketed to, or are available for purchase in whole or in part by, the public in
Spain or elsewhere in conjunction with the Offering. This Prospectus does not constitute a public offer or the
solicitation of a public offer in Spain or elsewhere to subscribe for or to buy any securities in the Company or
any other entity.
Because of the following restrictions, purchasers of Shares are advised to consult legal counsel prior
to making any offer for, resale, pledge or other transfer of, Shares.
Restrictions under the Securities Act
The Offered Shares are being offered in accordance with Rule 144A and Regulation S under the Securities Act.
Terms used in this Section that are defined in Rule 144A or in Regulation S under the Securities Act shall have
the meaning given to them under the Securities Act. The Shares have not been and will not be registered under
the Securities Act or with any securities regulatory authority of any state or other jurisdiction within the United
States and, accordingly, may not be offered, sold or delivered within the United States except to QIBs in
reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A or
pursuant to another available exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and may only be offered, sold or delivered outside the United States in accordance with
Regulation S.
In addition, until 40 days after the Transaction Date, any offer or sale of the Offered Shares originally
distributed outside the United States in accordance with Regulation S that is made within the United States by
any dealer (whether or not participating in the Offering) may violate the registration requirements of the
Securities Act if made otherwise than in accordance with Rule 144A or pursuant to another exemption from
registration under the Securities Act.
Transfer restrictions on US purchasers
Each purchaser of the Offered Shares that is located in the United States, in reliance on Rule 144A, will be
deemed to have represented and agreed as follows:
• it is: (i) a QIB; (ii) aware, and each beneficial owner of the Offered Shares has been advised, that the sale of
Offered Shares to it is being made in reliance on Rule 144A; and (iii) acquiring Offered Shares for its own
account or for the account of a QIB;
• it understands that the Shares have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the United States and may not be
reoffered, resold, pledged or otherwise transferred except: (i) (A) to a person whom the purchaser and any
person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of
a QIB in a transaction meeting the requirements of Rule 144A; (B) in an offshore transaction complying
with Rule 903 or Rule 904 of Regulation S; or (C) pursuant to an exemption from registration under the
Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable
securities laws of the states of the United States;
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• the Company, the Santander Entities, the BBVA Entities, the Managers and their respective directors,
officers, agents, employees, advisors and others will rely upon the truth and accuracy of the foregoing
representations and agreements; and
• if any of the representations or agreements made by it are no longer accurate or have not been complied
with, it will immediately notify the Company and the Managers, and if it is acquiring any Shares as a
fiduciary or agent for one or more accounts, it has sole investment discretion with respect to each such
account and it has full power to make such foregoing representations and agreements on behalf of each such
account.
Such purchaser acknowledges that the Offered Shares offered and sold in accordance with Rule 144A are
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and that no representation
is made as to the availability of the exemption provided by Rule 144 for resale of the Offered Shares.
European Economic Area
In relation to each Relevant Member State, an offer to the public of any Shares may not be made in that
Relevant Member State, except that an offer to the public in that Relevant Member State of any Shares may be
made at any time under the following exemptions under the Prospectus Directive, if they have been
implemented in that Relevant Member State so that an offer does not qualify as a “public offer” for Prospectus
Rules purposes:
(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive) per Relevant Member State, subject to obtaining the Managers’ prior consent for such offer;
or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Shares shall result in a requirement for the Company, the Santander Entities, the
BBVA Entities or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or a
supplemental prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially
acquires any Offered Shares or to whom any offer is made will be deemed to have represented, warranted and
agreed to and with each of the Managers, the Santander Entities, the BBVA Entities and the Company, that it is
a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e)
of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the Offering and any Shares to be offered so as to enable an investor to decide to purchase any
Shares, as the same may be varied for that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State.
United Kingdom
In the United Kingdom, this Prospectus is only addressed to and directed to qualified investors, as that term is
defined in the Prospectus Directive: (i) who have professional experience in matters relating to investments
falling within Article 19(5) of the FSMA Order; and/or (ii) who are high net worth entities falling within
Article 49(2)(a) to (d) of the FSMA Order, and other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as “Relevant Persons”). The securities described
herein are only available in the United Kingdom, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such securities in the United Kingdom will be engaged in only with Relevant Persons. Any
person in the United Kingdom who is not a Relevant Person should not act or rely on this Prospectus or any of
its contents.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the UK
Financial Services and Markets Act 2000, as amended (the “FSMA”) in connection with the issue or sale of any
Offered Shares will be communicated or caused to be communicated and will only be communicated or caused
to be communicated to persons who have professional experience in matters relating to investments falling
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within Article 19(5) of the FSMA Order or in circumstances in which section 21(1) of the FSMA does not apply
to the Company.
Australia
This Prospectus: (a) does not constitute a prospectus or a product disclosure statement under the Corporations
Act 2001 of the Commonwealth of Australia (“Australian Corporations Act”); (b) does not purport to include
the information required of a prospectus under Part 6D.2 of the Australian Corporations Act or a product
disclosure statement under Part 7.9 of the Australian Corporations Act; (c) has not been, nor will it be, lodged as
a disclosure document with the Australian Securities and Investments Commission (“ASIC”), the Australian
Securities Exchange operated by ASX Limited or any other regulatory body or agency in Australia; and (d) may
not be provided in Australia other than to select investors (“Exempt Investors”) who are able to demonstrate that
they: (i) fall within one or more of the categories of investors under section 708 of the Australian Corporations
Act to whom an offer may be made without disclosure under Part 6D.2 of the Australian Corporations Act; and
(ii) are “wholesale customers” for the purpose of section 761G of the Australian Corporations Act.
The Offered Shares may not be directly or indirectly offered for subscription or purchased or sold, and no
invitations to subscribe for, or buy, the Offered Shares may be issued, and no draft or definitive prospectus,
advertisement or other offering material relating to any Shares may be distributed, received or published in
Australia, except where disclosure to investors is not required under Chapters 6D and 7 of the Australian
Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By
submitting an application for the Offered Shares, each purchaser or subscriber of Offered Shares represents and
warrants to the Company, the Santander Entities, the BBVA Entities, the Managers and their affiliates that such
purchaser or subscriber is an Exempt Investor.
As any offer of Shares under this Prospectus, any supplement or other document will be made without
disclosure in Australia under Parts 6D.2 and 7.9 of the Australian Corporations Act, the offer of those Shares for
resale in Australia within twelve months may, under the Australian Corporations Act, requires disclosure to
investors if none of the exemptions in the Australian Corporations Act applies to that resale. By applying for the
Shares each purchaser of Shares undertakes to the Company, the Santander Entities, the BBVA Entities and the
Managers that such purchaser will not, for a period of twelve months from the date of purchase of the Shares,
offer, transfer, assign or otherwise alienate those Shares to investors in Australia except in circumstances where
disclosure to investors is not required under the Australian Corporations Act or where a compliant disclosure
document is prepared and lodged with ASIC.
Japan
The Shares have not been, and will not be, registered under the Financial Instruments and Exchange Law of
Japan (Act No. 25 of 1948, as amended, the “FIEL”) and disclosure under the FIEL has not been, and will not
be, made with respect to the Offered Shares. Neither the Shares nor any interest therein may be offered, sold,
resold, or otherwise transferred, except pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the FIEL and all other applicable laws, regulations and guidelines promulgated by
the relevant Japanese governmental and regulatory authorities. As used in this paragraph, a resident of Japan is
any person that is resident in Japan, including any corporation or other entity organized under the laws of Japan.
Switzerland
The Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange
(“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This Prospectus has been
prepared without regard to the disclosure standards for issuance of prospectuses under art. 652a or art. 1156 of
the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX
Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this Prospectus nor any other offering or marketing material relating to the Shares or the offering may be
publicly distributed or otherwise made publicly available in Switzerland.
Neither this Prospectus nor any other offering or marketing material relating to the Offering, the Company or
the Offered Shares has been or will be filed with or approved by any Swiss regulatory authority. In particular,
this Prospectus will not be filed with, and the offer of Offered Shares will not be supervised by, the Swiss
Financial Market Supervisory Authority, and the offer of Offered Shares has not been and will not be authorized
under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to
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acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Offered
Shares.
Singapore
This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly,
this Prospectus and any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Shares may not be circulated or distributed, nor may Shares be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than: (i) to an institutional investor as defined under Section 275(2) and under Section 274 of
the Securities and Futures Act, Chapter 289 of Singapore (“SFA”); (ii) to a relevant person as defined under
Section 275(2) and under Section 275(1), or any person under Section 275(1A), and in accordance with the
conditions specified in Section 275 of the SFA; or (iii) otherwise under, and in accordance with the conditions
of, any other applicable provision of the SFA.
Where Offered Shares purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited Investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor; and
(c) shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and
interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Shares under an offer made under Section 275 of the SFA
except:
(i) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant
person defined in Section 275(2) of the SFA, or to any person under an offer that is made on
terms that such shares, debentures and units of shares and debentures of that corporation or
such rights and interest in that trust are acquired at a consideration of not less than
US$200,000 (or its equivalent in a foreign currency) for each transaction, whether such
amount is to be paid for in cash or by exchange of securities or other assets, and further for
corporations, in accordance with the conditions specified in Section 275 of the SFA;
(ii) where no consideration is or will be given for the transfer; or
(iii) where the transfer is by operation of law.
Hong Kong
The Offered Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of
any document, other than: (a) to “professional investors” as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not
result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or
which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement,
invitation or document relating to the Offered Shares, which is directed at, or the contents of which are likely to
be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to Offered Shares which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and
any rules made under that Ordinance has been or will be issued, whether in Hong Kong or elsewhere.
Kuwait
The Shares have not been registered, authorized or approved for offering, marketing or sale in the State of
Kuwait pursuant to Securities and Investment Funds Act of Kuwait No. 31/1990, as amended, and its executive
bylaw, and as such the Offered Shares shall not be offered or sold in the State of Kuwait. Interested investors
from the State of Kuwait who approach the Santander Entities, the BBVA Entities, the Company, or any of the
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Managers acknowledge this restriction and that this Offering and any related materials shall be subject to all
applicable foreign laws and rules; therefore, such investors must not disclose or distribute such materials to any
other person.
Qatar
This Prospectus has not been filed with, reviewed or approved by the Qatar Central Bank, any other relevant
Qatar governmental body or securities exchange. This Prospectus is being issued to a limited number of
sophisticated investors and should not be provided to any person other than the original recipient. It is not for
general circulation in the State of Qatar and should not be reproduced or used for any other purpose.
UAE (excluding the Dubai International Financial Centre)
The Offering has not been approved or licensed by the UAE Central Bank or any other relevant licensing
authority in the United Arab Emirates, and does not constitute a public offer of securities in the United Arab
Emirates in accordance with the Commercial Companies Act, Federal Law No. 8 of 1984 of the United Arab
Emirates (as amended) or otherwise. Accordingly, the Offered Shares may not be offered to the public in the
United Arab Emirates.
The Offered Shares may be offered, and this Prospectus may be issued, only to a limited number of investors in
the United Arab Emirates who qualify as sophisticated investors under the relevant laws of the United Arab
Emirates.
Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other
professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended to
endorse or recommend a particular course of action. You should consult with an appropriate professional for
specific advice rendered on the basis of your situation.
Dubai International Financial Centre
This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai
Financial Services Authority. This Prospectus is intended for distribution only to persons of a type specified in
those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services
Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.
The Dubai Financial Services Authority has not approved this Prospectus nor taken steps to verify the
information set out in it, and has no responsibility for it.
The Offered Shares to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale.
Prospective purchasers of the Offered Shares offered should conduct their own due diligence on the Offered
Shares. If you do not understand the contents of this Prospectus you should consult an authorized financial
advisor. The Offered Shares have not been and will not be offered, sold or publicly promoted or advertised in
the Dubai International Financial Centre other than in compliance with laws applicable in the Dubai
International Financial Centre, governing the issue, offering or the sale of securities.
Canada
The Offered Shares may be sold in Canada only to purchasers resident or located in the Provinces of Ontario,
Québec, Alberta and British Columbia, purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Offered Shares must be made
in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these
rights or consult with a legal advisor.
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Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Managers
are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with this offering.
Purchaser’s Representation
Each person in a Relevant Member State who receives any communication in respect of, or who acquires any
Offered Shares pursuant to the Offering will be deemed to have represented, warranted and agreed to and with
each Manager and the Company that:
(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing
Article 2(1)(e) of the Prospectus Directive; and
(b) in the case of any Offered Shares acquired by it as a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive: (i) the Offered Shares acquired by it in the Offering have not
been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons
in any Relevant Member State other than qualified investors, as that term is defined in the law in that
Relevant Member State implementing Article 2(1) of the Prospectus Directive, or in circumstances in
which the prior consent of the Managers has been given to the offer or resale; or (ii) where Offered
Shares have been acquired by it on behalf of persons in any Relevant Member State other than
qualified investors, the offer of those Offered Shares to it is not treated under the Prospectus Directive
as having been made to such persons.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID
II Product Governance Requirements”), and disclaiming all an any liability, whether arising in tort, contract
or otherwise, which any “manufacturer”(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process,
which has determined that such Offered Shares are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target
Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price
of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares
offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible
only with investors who do not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such
an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The
Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares
and determining appropriate distribution channels.
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ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a Spanish company and its assets are located within Spain. In addition, all of the Company’s
directors, as well as its principal shareholders, reside or are located outside the United States, mainly in Spain.
As a result, investors may not be able to effect service of process upon the Company or these persons or to
enforce judgments obtained against the Company or these persons in foreign courts predicated solely upon the
civil liability provisions of U.S. securities laws.
The Company has been advised by Uría Menéndez Abogados, S.L.P., the Company’s Spanish counsel, that
there is doubt that a lawsuit based upon U.S. federal or state securities laws could be brought in an original
action in Spain and that a foreign judgment based upon U.S. securities laws would be enforced in Spain.
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VALIDITY OF THE SHARES
The validity of the Offered Shares and certain matters relating to the Offering will be passed upon for the
Company by Uría Menéndez Abogados, S.L.P. (with respect to Spanish law) and Mayer Brown International
LLP (with respect to United States Federal law and English law). Certain legal matters relating to the Offering
will be passed upon for the Managers by Freshfields Bruckhaus Deringer LLP (with respect to Spanish law,
United States Federal law and English law).
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INDEPENDENT AUDITORS
The Financial Statements of the Company included elsewhere in this Prospectus have been audited by
PricewaterhouseCoopers Auditores, S.L., with its address for these purposes at Torre PwC Paseo de la
Castellana, 259 B, 28046 Madrid (Spain), registered with the Official Registry of Auditors (ROAC) under the
number S0242 and in the Commercial Registry of Madrid under Volume 87,250-1, folio 75, tome 9,267, book
8,054, independent auditors, as stated in their reports included elsewhere herein.
PricewaterhouseCoopers Auditores, S.L. was appointed as auditor since the incorporation of the Company on
April 6, 2016. PricewaterhouseCoopers Auditores, S.L. has not resigned, been removed or not reappointed as
independent auditors of the Company since the incorporation of the Company or otherwise, prior to the date of
this Prospectus.
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ADDITIONAL INFORMATION
Information on the Company
The Company is a Spanish sociedad anónima incorporated on February 18, 2016 and registered with the Madrid
Commercial Registry. The Company’s registered office is at Calle Quintanavides 13, Parque Vía Norte, 28050,
Madrid, Spain, and its phone number is +34 660 99 00 44.
The Company holds Spanish tax identification number A87471264. The Legal Entity Identifier (LEI) code of
the Company is 959800ZQW44V5U3SEZ73.
The financial year-end of the Company is December 31.
Corporate Structure
The table below shows our main subsidiaries as of the date of this Prospectus.
Name Domicile 2017

Inmobiliaria Das Avenidas Novas, S.A. ...................................... Portugal 100%
Metrovacesa Promoción y Arrendamiento, S.A. ......................... Spain 99.9%
Promociones Vallebramen, S.L. .................................................. Spain 100%
Atlantys Espacios Comerciales, S.L. ........................................... Spain 100%
Habitatrix, S.L. ............................................................................ Spain 100%
Fuencarral Agrupanorte,S.L. (formerly ALQ.13) ........................ Spain 100%
Metrovacesa Inmuebles y Promociones, S.L. .............................. Spain 100%
Urbanizadora Valdepolo I, S.A. .................................................. Spain 50%
Urbanizadora Valdepolo II, S.A. ................................................. Spain 50%
Urbanizadora Valdepolo III, S.A. ................................................ Spain 50%
Urbanizadora Valdepolo IV, S.A. ................................................ Spain 50%
The Company is currently neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting
pursuant to Rule 12g3-2(b) thereunder. For so long as this remains the case, the Company will furnish, upon
written request, to any shareholder, any owner of any beneficial interest in any of the Shares or any prospective
purchaser designated by such a shareholder or such an owner, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act, if at the time of such request any of the Shares are “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act.
Documents on display
Copies of the following documents will be available for inspection in physical form from the date of this
Prospectus during business hours on weekdays at the Company’s offices at Calle Quintanavides 13, Parque Vía
Norte, 28050, Madrid, Spain:
(a) deed of incorporation of the Company;
(b) the bylaws of the Company (which, following Admission, will also be available on the Company’s
website at http://metrovacesa.com > Inversores y accionistas);
(c) Board of Directors Regulations, General Shareholders’ Meeting Regulations, Internal Code of Conduct
in the Securities Markets (which, following Admission, will be available on the CNMV’s website at
www.cnmv.es and on the Company’s website at http://metrovacesa.com > Inversores y accionistas);
243
(d) the Financial Statements (which, following the registration of this Prospectus, will also be available on
the CNMV’s website at www.cnmv.es and on the Company’s website at http://metrovacesa.com
http://metrovacesa.com > Inversores y accionistas );
(e) this Prospectus (which will also be available on the CNMV’s website at www.cnmv.es and following
Admission on the Company’s website at http://metrovacesa.com > Inversores y accionistas);
(f) the certificate of the resolucitons approved by the general shareholders meeting and Board of Directors
in connection with the Offering.
The documents referred to in (b) to (f) above will also be available for inspection in physical form at the
CNMV’s premises at: Edison 4, 28006 Madrid, Spain, and Paseo de Gracia 19, 4th floor, 08007 Barcelona,
Spain.
Working capital
In the opinion of the Company, the working capital available to the Company, which as of September 30, 2017
amounted to €1,624 million, is sufficient for the Company’s present requirements and, in particular, is sufficient
for at least the next twelve months from the date of this Prospectus.
The Company has calculated its working capital by subtracting current liabilities (€226.6 million) from current
assets (€1,850 million) (both as registered in the Interim Financial Statements).
No significant change
Significant changes in the Group’s financial or trading position since September 30, 2017, the end of the last
financial period for which financial information has been published, are described below:
a) On October 31, 2017 we entered into an agreement with the management of the Municipal Authorities
of Seville for the termination by mutual agreement of the urban development contract agreement
entered into on November 24, 2010 (management scope SUS-DBP - 02 “Palmas Altas Sur”). As a
result of that termination, it was agreed:
• To return to us the plots of land transferred to the Municipal Authorities of Seville following the
signing of the agreement.
• That our obligations concerning the completion of the urban development work continue in effect.
• That we should prepare a waiver of the administrative appeal filed against the agreement.
• To set up a joint technical committee to analyse and negotiate the matters which have yet to be
resolved which should be formalized by November 30, 2017 and which will be a necessary condition
for the integrated compliance of the agreement entered into between the parties.
• As a result of this agreement, the returned land plots will be registered for their historical value of €9
million and €23 million in receivables and €9 million in deferred income will be written off.
b) The Transaction was completed (see Pro Forma Consolidated Financial Information).
c) The Company entered into the Facility Agreement (see Operating and Financial Review — Term
Loan facility)..
d) The MIP and LTIP were approved (see Management and Board of Directors — Long-Term Incentive
Plan and Management Incentive Plan (MIP) ).
e) The change of the Company’s name was registered in the Mercantile Registry of Madrid on
November 29, 2017
244
f) On January 15, 2018, the Company completely repaid the Short-Term Facility in the amount of (i)
€9.6 million, corresponding to the VAT tranche and (ii) €30.5 million, corresponding to the operating
tranche.
There is no significant new product and/or service that has been recently introduced or under development by
the Company or by any member of the Group other than in the ordinary course of business.
Information on holdings
The Company does not hold a proportion of capital in any undertakings outside of the Group which are likely to
have a significant effect on the assessment of its own assets and liabilities, financial position or profits and
losses.
245
ANNEXES
A-1
ANNEX I – CBRE VALUATION REPORT
A-1
VALUATI ON REPORT
PROPERTY PORTFOliO
METROVACESA, S.A.
Metrovacesa, S.A.
Colle Quinfanavides, 13
28050 Madrid
Date of Valuation: 30'h September 2017
TABLE OF CONTENTS
1.. VALUATION REPORT 3

1.1 VALUATION REPORT 4
1.2 SCHEDULE OF MARKET VALUES 12
1.3 SCOPE OF WORK & SOURCES OF INFORMATION 16
1.4 VALUATION ASSUMPTIONS 18
2. APPENDIX 22
1.5 APPENDIX 1: PROPERTY DETAILS 23
1.6 APPENDIX 2: SENSITIVITY ANALYSIS- GROSS DEVELOPMENT
VALUE - RESIDENCIAL USE 25
1.7 APPENDIX 3: SENSITIVITY ANALYSIS- IRR 31
CBRE
The contents of this Report may only be relied upon by:
(i) Addressees of the Report; or
(ii) Parties who have received prior wriHen consent from CBRE in the form of
a reliance leHer.
This Report is to be read and construed in its entirety and reliance on this Report is
strictly subject to the disclaimers and limitations on liability found in the last paragraph
of Section 1 of the "Valuation Report". Please review this information prior to acting
in reliance on the contents of this Report. If you do not understand this information,
we recommend you seek independent legal counsel.
CBRE
VALUATION REPORT
CBRE
Vf\LUATIOI'-1 REPORT - METROV/\CESf\, S.A. 4
1.1 VALUATION REPORT

CBRE
CBRE Valuation Advisory S.A.
Edilicio Costellono 200
po de Ia Castellano, 202 8"
28046 Madrid
Switchboard +34 91 598 19 00
Fox + 34 91 556 03 60
Report Date 13 1h December 201 7
Addressees Metrovacesa, S.A.

Calle Quintanavides, 13
28050 Madrid
For the attention of M r Jorge Perez de Leza
Banco Bilbao Vizcaya Argentaria, S.A.

Plaza de San Nicolas, 4,
48005 Bilbao
Banco Santander, S.A.

C/Gran Vfa de Hortaleza 3, Edif. Pedrena, Planta 1°,
28033 Madrid
Deutsche BankAG, London Branch

Winchester House, 1 G reat Winchester Street,
London EC2N 2 DB, United Kingdom
Morgan Stanley & Co. International pic
25 Cabot Square,
London E1 4 4QA, United Kingdom
Goldman Sachs International

Peterborough Court, 133 Fleet Street,
London EC4A 2BB United Kingdom
Societe Generale Sucursal en Espana

Torre Picasso, Pza. Pablo Ruiz Picasso, 1
28020- Madrid, Spain
CaixaBank, S.A.
Pintar Sorolla, 2-4,
46002-Valencia, Spain
CBRE
VALUATION REPORT - 1v\ETROVACESA, SA 5
Norbolsa Sociedad de Valores, S.A.

Torre lberd rola, Plaza Euskadi, 5- Planta 26,
48009 Bilbao, Spain
Fidentiis Equities Sociedad de Valores, S.A.

Calle Velazquez, 140,
28006 Madrid, Spain
The Property One hundred and thirty-three real estate assets which
comprises the portfolio of Metrovocesa, S.A as at
valuation date .
Property Description The portfolio of Metrovacesa comprises plots of land and

work in progress distributed across Spain.
Ownership Purpose Development
Instruction To inspect and value on the basis of Market Value the

properties that comprise the portfolio of Metrovacesa,
1
SA, as at 30 " September 2017 in accordance with your
letter of instruction dated on 6th November 20 17
Valua tion D ate 30th September 20 17
Capacity of Valuer External.
Purpose Initial Public Offering.
The Valuation has been prepared for a Regulated Purpose

as defined in the RICS Valuation -Global Standards 201 7
("Red Book"). We understand and agree that our
valuation report and the Appendices to it (together with
the "Valuation Report") is prepared to be incorporated in
its entirety in a Prospectus (the " Prospectus") to be
submitted to the Spanish Securities Market Commission
(Comisi6n Naciona/ del Mercado de Valores) for
approval and registration in connection with th e initial
offering and admission to listing of the shares of the
Com pany as well as in any offering circular or material
related to such offering (including, for example, any
investor, analyst or roadshow presentations).
CBRE
VALUATIO N REPO RT · METROVACESA, S.A. 6
M arket Va lue €924.630.000

(NINE HUNDRED AND TWENTY-FOUR MILLION SIX
HUNDRED AND THIRTY THOUSAND EUROS)
Exclusive of VAT.
Market Value Metrovacesa, S.A.

~~
Work in progress €100,21 0,000
Land €824,420,000
Our opinion of Market Value is based upon the Scope of

Work and Valuation Assumptions attached, and has been
primarily derived using comparable recent market
transactions on arm's length terms.
We have va lued the Properties individually and no

account has been taken of any discount or premium that
may be negotiated in the market if all or part of the
portfolio was to be marketed simultaneously, either in lots
or as a w hole.
Acquisition Costs For valuation purposes, we have estimated the acquisition

costs for the properties belonging to th e portfolio of
Metrovaceso, S.A taking into accou nt its gross market
value . We have deducted such costs to each property,
resulting therefore in a net market value.
The following table reflects the acquisition costs assumed

for each property taking into account its gross market
value:
lower 5-10 10-20 20-50 50-100 100- Higher

than 5 million million million million 200 than
million euros euros euros euros million 200
euros euros millen
euros
4.26% 4.01% 3.76% 3.5 1% 3.26% 3.0 1% 2.76%

These acquisition costs include stamp duty, lega l, agency
a nd registry fees .
The information shown in the table above correspond to

the national average, although certain variations may
exist depending on the autonomous community where the
property is located, as well as an ad justment derived fro m
the rounding off of market values.
CBRE
VALUATIOI\1 REPORT - METRO VACESA, S.A. 7
limitations We have checked the tenure of the real estate assets. As

at valuation date the real estate assets were still registered
under the previous owner name. We have assumed that
Metrovacesa, S.A. will subrogate the po~ition of the
entities supplying these real estate assets.
We have not measured the property on site or from scale

plans of the properties subject to valuation. We have
therefore assumed that th e areas provided by the client
are correct and we have checked it with the registry
documents provided by Metrovacesa, S.A.
For the purpose of the valua tion we have faithfully relied

upon the verbal information and documentation provided
by the client with regard to the relevant planning status
achieved and also the process required to achieve the
condition of approved development land.
The information provided by the client includes:
• Town planning stage (classification, calification, etc)
• Approval documents for planning status.
• Buildable area and breakdown of buildable areas

depending on its final use.
• Number of units projected.
• Pending costs and progress of th e infrastructure

works.
• Pending costs and progress of the works in progress

rea l estate assets.
CBRE has cross-checked that the town planning stage

informed by the C lient corresponds with its current
progress, via documentation provided by the client,
through verbal enquiries with corresponding the town
planning departments and through the web pages of the
corresponding town halls and Autonomous Communities
("CCAA") were the assets are located.
We have not contrasted the information provided related

to the Pending costs and progress of the infrastructure
works. For the purpose of the valuation we have faithfully
relied upon the informa tion provided.
We have not carried out independent investigations

relating to the incurred or pending costs or the number of
pre-sold units at the date of the valuation. We have
faithfully relied upon the information provided by the
client and have assumed that it is correct.
CBRE
VALUATIOI\1 REPORT - METROVACESA, S.A. 8
Compliance with The valuation has been prepared in accordance with

Valuation Standards The RICS Valuation - Professional Standards 1st July
2017 ("the Red Book").
We confirm that we have sufficient current local and

national knowledge of the particular property market
involved, and have the skills and understanding to
undertake the valuation competently. Where the
knowledge and skill requirements of The Red Book
have been met in aggregate by more than one valuer
within CBRE, we confirm that a list of those valuers has
been retained within the working papers, together with
confirmation that each named valuer complies with the
requirements of The Red Book.
Special Assumptions As at valuation date the real estate assets were still
registered under the previous owner name. We have
assumed that Metrovacesa, S.A. will subrogate the
position of the entities supplying these real estate
assets.
The asset UE-1 Vinivai-Aiboraya (ref 61) is currently an

urban land for industrial use during the last years, there
has been an interest from the local Administration and
land owners to make a change of use, since the current
use does not adapt to the characteristics of the city. This
process of change of use is advanced and some
agreements have already been reached between the
parties. Regarding the valuation, we have assumed the
information provided by the Client, which corresponds
to the buildability and proposed uses once the specific
modification is approved.
Regarding the land located in Sant Adria de Bes6s

(ref.1 02) we have assumed the total buildability and the
uses associated to it, which, according to Metrovacesa,
will be proposed by the "Departamento de Territorio de
Ia Generalitat" in the Master Urban Plan of the sector,
which is in the process of approval.
Assumptions The property details on which each valuation is based

are as set out in this report. We have made various
assumptions as to tenure, letting, town planning, and
the condition and repair of buildings and sites -
including ground and groundwater contamination- as
set out below.
CBRE
VALUt-".TIO I,I REPOI(!" - IV\ETROVACESA, SA 9
If any of the information or assumptions on which the

valuation is based are subsequently found to be
incorrect, the valuation figures may also be incorrect
and should be reconsidered.
Variation from None.

Standard
Assumptions
Market Conditions The values stated in this report represent our objective
opinion of Market Value in accordance with the
definition set out above as of the date of
valuation. Amongst other things, this assumes that the
properties had been properly marketed and that
exchange of contracts took place on this date.
Va luation Certainty The assets have been valued as at 30'h September

20 l 7, prior to the Referendum held on October l ' 1
20 l 7 in Cataluna, therefore the current political
situation has had no effect in this valuation.
As at publication date of this report, we are aware of

the current market uncertainty. We wish to point out
that any future development of this issue could have an
effect in the market value of the assets after October l ' 1
2017.
Following the result of a Referendum held on l

October 201 7, concerning the independence of the
Region of Cataluna, Spain -which was not recognised
by the Spanish Government - we are now in a period
of uncertainty in relation to many factors that impact
the property investment and letting markets. Since the
Referendum date it has not been possible to gauge the
effect of this decision by reference to transactions in the
market place. The probability of our opinion of value
exactly coinciding with the price achieved post
valuation date, were there to be a sale has, as a
consequence, reduced. We would, therefore,
recommend that the valuation is kept under regular
review and that specific market advice is obtained
should you wish to effect a disposal post valuation date.
Valuer The Property has been valued by a valuer who is

qualified for the purpose of the valuation in
accordance with the RICS Valuation - Professional
Standards (The Red Book).
CBRE
VALuATION REPURr - METROVACESA, S.A. 10
independence The total fees, including the fee for this assignment,
earned by CBRE Valuation Advisory S.A. from th e
Addressee are less than 5.0% of the total Spain
revenues.
Disclosure The principal signatory of this report has not

continuously been the signatory of valuations for the
same addressee and valuation purpose as this report.
C BRE Valuation Advisory S.A. has not continuously
been carrying out valuation instructions for the
addressee of this report.
Conflicts of Interest We confirm that we have had no previous material

involvement with the property, and that copies of our
conflict of interest checks have been retained within the
working papers.
Reliance This report is for the use only of the parties to whom it
is addressed for the specific purpose set out herein and
no responsibility is accepted to any third party for the
whole or any part of its contents.
Publication Neither th e whole nor any part of our report nor any
referen ces thereto may be included in any published
document, circular or statem ent nor published in any
way without our prior written approval of the form and
context in which it will appear.
Such publication of, or reference to this report will not

be permitted unless it contains a sufficient
contemporaneous reference to any departure from the
Royal Instituti on of Chartered Surveyors Valuation -
Professional Standards or the incorporation of the
special assumptions referred to herein.
CBRE
VALUATIO I'I REPORT - METROVACESA, S.A. ll
We have been informed by our Client, and agree, that

this document, the Valuation Report, will be
incorporated and published as part of the prospectus
to be filed with Spanish Securities Market Commission
(Comisi6n Nacional del Mercado de Valores) in the
context of Initial Public Offering of Metrovacesa, S.A.
as well as in any offering circular or material related to
such offering (including, for example, any investor,
analyst or roadshow presentations).
Faithfully,
Fernando Fuente Pablo Carnicero Dolores Fernandez
MRICS MRICS MRICS
RICS Registered Valuer RICS Registered Valuer RICS Registered Valuer
Vicepresident Director Head of Departament
T: +34 91 514 39 32 T: +34 91 514 38 46 T: +34 91 514 38 31
E:fernondo.fuente@cbre.com E:poblo.carnicero@cbre.com E:dolores.fernondez@cbre.com
CBRE Valuation Advisory, S.A.

T: +34 91 598 19 00
F:+ 34 91 556 96 90
W: www.cbre.es
Project Reference: VAl7-0375
Report Version: Standard Valuation Report template_2016
Espanol Final Version Agosto
CBRE
VALUATION REPORT - 1\1\ETROVACESA, S.A. 12
1.2 SCHEDULE OF MARKET VALUES

REF. I PROPERTY I PROVINCE I TOWN I MARKET VALUE 100%
30th September 2017
WORK IN PROGRESS
Mundo Aguil6n Feel Priviledge I Almeria Pulpi €8.500.000

2 Mundo A1<uil6n Feel Priviled>;e II Almeria Pulpi € 11 .000.000
3 Edificio Puerto del Mediterr6neo Castell6n O ro peso € 1.290.000
4 Resd. San Cosme II Mad rid Valde moro €2 .5 00.000
5 La go de Arrosadia Pa mplona Pamplona €5.060.000
6 Resoles Resid. Madrid Madrid € 1 5 .200.000
7 Gaztelondo Berrie Bilbao Bilbao €6.280.000
8 Candida Peiia Bello Sta. C ruz de Tenerife Las Go lletas €800.000
9 Residencial Mirado r de Guadarrama Madrid Collado Villaba €5.500.000
10 AUA-09 Avda. El Miron- Parcela B Las Palmas Arucas €630.000
11 Sector Unipapel Logrol\o Log roiio Lagro no €2.420.000
12 Salvador Puig Antich 1-41 Ba rcelona Montornes del Valles €2.060.000
13 Ernest Uuch Ba rcelona Montornes del Valles €5. 01 0.000
14 Santiago Rusinol Barcelona Terrassa € 4.000.000
15 Fupar Fire • Parcela 3-3 Barcelo na Terrassa €2.210.000
16 Avda. Barcelona Barcelona Terrassa €4.600.000
17 Ed. Gregorio Maral\6n Almeria Alrnerfa € 17.500.000
18 C/ Las Amapolas s/n Malaga Casares €2.650.000
19 La Galera I Malaga Estepona €3.000.000
!TOTAL WORK IN PROGRESS €1 00.21 o.oooi
CBRE
VALUATION REPORT - tv1ETROVAC ESA, S.A. 13
REF. I PROPERTY I PROVINCE I TOWN II MARKET VALUE 1 00%

30th September 2017
20 Sector URP-SP-17 'Cuctro Vieotos' Mcnzcnc 1 Me logo McrbeUo €1 ,800,000

21 Cordoba PP07- Manzcna 10 Cordoba Cordoba €9,300,000
22 Sector SVT-1-SM Almerimar Al meria El Ejido €6,450,000
23 Mundo Aguil6n. Pulpf (suelo + ge l~ Almeria Pulpf €35,800,000
24 PlA-1 Y PlA-2 'Playa Grenade' Grenade El Varadero €650,000
25 Parcela Cosores Malogo Coso res €1 ,750,0 00
26 UE-E8, Atclcyo Pork, s/n Malogo Estepono €8,000,0 00
27 La Golero II Mclcgo Estepono €4, 100,000
28 Peinado Grande M6logc M6logo € 1,550,000
29 Torre del Rio, Malogo M6logo Me logo €37,000,000
30 Colincs del Umoncr (lnduye promocicn Residencial Citrea) M6lcgo Malogo €4,400,000
31 URP-VB-7 Artola Alta M6lcga Morbellc €5, 500,000
32 Unidod de ejecuci6n UE S0-3 'Cortiio Bcjo' M6logo Mijos € 3 ,700,000
33 La Almochado. Mijas Mclcgo Mijos €2,800,000
34 Calc d e Mijos. Malogo Malogo Mijos €2,700,000
35 Sector SUP-T-1 0 . Torre del Mer. Velez Malogo Torre del Mar € 1,650,000
36 SUP-T-12. Torre del Mar. Velez Malogo Torre del Mer € 1,300,000
37 La Cizcna- Torremolinos (incluye promacion Residenciol Nereidcs) Molcgc Torremolinos €35,250,000
38 Avdo. La Morino 9-11 C6diz Algeciros €1 ,400 ,000
39 Plozc del Corel. Algeciros C6diz Algecircs €1,350,000
40 S-C0- 10 Puerto Sherry (Cadiz) (Puerto Sherry + La Chino) Cadiz El Puerto de Santo Moria €5,300,000
41 SUP-RB, Parcelc D (Roto-Cadiz) Ccdiz Rotc €2,500,000
42 oto UE 11-A. Parcelas C1-C2!induye Complejo Pier 1) Cadiz Rota €2,000,000
43 Sotogrande Subsector 38 C6diz Son Roque €9,000,000
44 Cordobo PP07. Manzano 4 Cordoba Cordoba €7,780,000
45 Cordoba PP06. Pcrque Azahora C6rdobo C6rdo bo €675,000
46 Avdo. de los Ollerfos,35 Cordoba Cordoba € 775,000
47 Sector PP-05 'Camino Turru~uelos'. 6 porcelas (lncluye Mirador de Lo Al boida) Cordoba Cordo ba €1 1 ' 990,000
48 UE-2 PER1.8- 13 "Maestre Escuela' El 8rillanle Cordoba Cordoba €6,700,000
49 PP Sector 03 Huerta de Santa Isabel Este. Porcelos 3.2, 3.8, 8.3 y 4.1.2 COrdoba Cordoba €8, 725,000
so Avda. Italic (Residencial Atlantic) Huelva Huelvc €2,250,000
51 C/ de los Morineros Huelva Isla Cristina €3,700,000
52 Pc rcelo R13 .2 Valparaiso - San Jua n de Aznalfcroche Sevilla Seville € 2,650,000
53 Entrenucleas 8C3 y BC4 • Das Hermon as Sevilla Sevilla €6,550,000
54 Pion Pa rcial PP l / 4 "Aibufereto•, Aliconte Aliconte Aliconle €4,900,000
55 Pa rcelas Urb Sector 6, Finestrct Alicante Finestrot € 1,460,00 0
56 Sedor PAU II. Castellet Alicante San Vicente del Raspeig €850,000
57 PP ' Nou No2areth' Aliconte Sent Joon d'Aiocant €5, 180,000
58 Solar Avdo. Valencia 95 Esq C/ Rra Ebro Castellon Ccstell6n de lo Plano €1, 100,000
59 Sector UER-1 7-Castellon Castellon Castellon de Ia Plano € 1,470,000
CBRE
VALUATION REPORT - METROVACES/\, SA 14
REF. I PROPERTY I PROVINCE I TOWN I MARKET VALUE 100%

30th September 2017
60 Avenida Enrique Gimeno, 79 Castellon Castell6n de Ia Plana €4,0 70,000

61 UE-1 Vinival - Alboraya Valencia Alboraya €17 ,400,000
62 AR-3, Adsubia-Rebaldi 3, Javea Alicante J6vea/Xcbia €930,000
63 Suelo,Sedor SP-1-El Puig Valencia Puig € 2, 150,000
64 Suela Cami Santa Elvira- SP3Y4/ PLAYA B. Puig Valencia Puig €700,000
65 Su,lo en Patraix Valencia Valencia €3,660,000
66 CL Valle de Ayora Y Cl L'Horta Nord Valencia Valencia €750,000
67 SUP T-4 Benimacl"t Valencia Valencia € 13,200,000
68 Avda. Constituci6n I C. Baeza I C. Agustin lara -Valencia Valencia Valencia €3,000,000
69 Cescreo Alierta. Zaragoza Zaragoza Zaragoza €1 ,430,000
70 Avenida de Madrid [Zarcgczc) Zarogoza Zaragoza €4, 140 ,000
71 AU-VLA Po\igono 812 Vaqueros La Estr.,cha Astu rias Oviedo €1 ,700,000
72 Sedor Unipapellogrofio La Rioja Lagrone €3, 120,000
73 'Espartales Norte' Madrid Alec16 de Henares €3,300,000
74 Cerro del Castillo Madrid Argando de l Rey €3,300,000
75 Getafe La Estaci6n Madrid Getafe €1 0, 300,000
76 Santiago Cordero Madrid Madrid €4,650,000
77 APR 08.03 'Pralongacian de Ia Castellana."Finca en Ia calle Isla de Jamaica n 2 7 Madrid Madrid €335,000
78 Calle Valliciergo, 4 Madrid Madrid €2,400,000
79 Complejo Mesena Madrid Mod rid €37,970,000
80 Arpo (Pozu,lo de Alarc6n, Madrid) Madrid Pozuelo de Alarc6n €25,00 0,00 0
81 Mente La Ville - Villaviciosa de Od6n Mad rid Villovicioso de 0 don €3,350,000
82 Arrosadia Na varro Pam plana €9,220,000
83 Soto de Lezkairu Navarra Pamplona € 17,300,000
84 U.E. 21 Parque Serral!a. Barakaldo Vizcaya Baracaldo € 10,91 0,000
85 Avda. San Agustfr'l, s/n lbizn Sent Agustl des Vedra €2,675,000
86 Plaza de Ia Mary Calle La Pretia 6 lbiw Sant Ag ustl des Vedra €4,785,000
87 Calle Sa Punta DeS' embarcador ibiw Sent Agustf des Vedra €1,975,000
98 Portmany 4.20 lbiza Sent Josep de Sa Toleic €1 ,330 ,000
99 Sector Levante. Palma de Mallorca Mallorca Palma €80,000,000
90 Lord Nelson Urb.Calo Uonga Parc.1 076.2 Men orca Cola Llanga € 1,770,000
91 Sedor Bareu-Pa ra is a Barcelona Arenys de Mar €9, 390,000
92 AD20. Barbera de l Valles Barcelona Barbera del Valles €6,660,000
93 CL Navas De T olasa 308-309 Barcelona Barcelona € 2,530,000
94 Edificio Dr. Barraquer, B Barcelona Castelldefels €1 ,680,000
95 Pa pe Iera - Sed a Barcelona El Prot de Llobregat €49,695,000
96 PAU II Concordia- lila 1 U1 I /lila 1 U1, U2, U2 Barcelona Manresa €6,945,000
97 P.E.B - Alcoholero- Manresa Barcelona Manresa €3,070,000
98 Las Calderotas //Sector La Sinia Barcelona Mortorell €1 , 170,000
99 Can Fabreras PAU 11 // Be renguer 111/ Rie ra I Orient Barc elona Mollet del Valles €2,650,000
CBRE
VALUATION REPORT - lv\ETROVACESA. S.A. 15
REF. I PROPERTY I PROVINCE I TOWN I 1

MARKET VALUE OO%
30th September 2017
100 Tetu6n I l epont I Bruc I Girono I Tintore Barcelona Sa badell €4,B90,000

101 Con Gambus Barcelona Sobodell €4,960,000
102 Sa nt Adri6 de Bes6s Barcelona Son! Adria del Besos €56,490,000
103 Avdo. Manue l Fern6 ndez M6rquez, 13- 17- 19- 23, parcel as 11 12 Barcelon a San! Adria del Bes6s €B,290 ,000
104 Sector Rot Penal Ba rcelona Sitges €4,990,000
105 Pedroforco. Terrosso Barcelona Terrossa €5,650,000
106 Monreso. Terrosso Ba rcelona Terrosso €310,000
107 Marconi I 126 I Rom6n Llull, 170 Barcelona Terrassa €2,950,000
1 DB Doctor Pearson Barcelona Terros.sa €2, 650,000
109 Colle Torrogona, 107 Barcelona Terrasso € 1,620,000
110 Fupor Fire - Finca 2 I I Puig I Matos, Plo~o de Ia Cooperative Barcelona Terrasso €4,330,000
111 Bilbao I 1-3-5 I Guipuzcoo 16 I Guipu~coa Barcelona Terrassc €510,000
112 Sector Levonle. Vilodecons. Barcelona Vilodecans €3,200,000
113 Rutilla/ 87 I Gerena Giron a €620,000
114 Manuel Carrasco. Lleido Lie ida Lleido €960,000
115 Sent Pauli de Nolo I 35-37 I Enginyer Santi Componys 35-37-39, SUR 5 Lleid a Lleido €1 ,850,000
116 La Llotjo Lleldo Lieida €2,780,000
1 17 C/ Lluis Mestres i Copdevila 4 - Po re. 9 Isla D. Tarragon a Torragono €3,050,000
1 18 C/ Jan Mir6 Torrogono Torrogono €1 ,640,000
119 Poligono 9 Corro le jo La O livo Fuerleventuro La O livo {Fuerteventuro) € 13 ,600,000
120 U.A 24.1 . y UA 24.2 ' Los Torres' -Los Pol mas d e Gran Co no rio G ra n Co naria Las Polmos de G. Conaria €12, 375,000
121 C/ Uruguay, 31 -33, C/ Los Martinez de Escobar, 22 Gran Conaria l os Polmos de Gran Conaria €640,000
122 Correte ro de Chile, 3 7-39-40 Gran Conaria Los Polmos de Gran Conaria €900,000
123 C! Alrerez Provisional, sin Po rcelo 54 A Gran Conaria Los Polmas de Gran Conaria €670,000
124 UA-1 Coleta de Fe mo ra Lanzo role Teguise €2, 900,000
125 Coleta Mario Luisa, Abodes Tenerife Arico €4,400,000
126 Avdo El Palm Mar 70, Parcela 15-2- Arana Tenerife Arona €3,000,000
127 Po rque de Ia Reina, P.P. El Cho II Tenerife Arona €9,600,000
128 La Gaiteiro ACoruiio A Coruiio €5,350,000
129 Pion Especia l de Lobonou {Percebeiros) ACoruiio A Coruiio €15,000,000
130 Son Pedro de Vis ma - SPV-2 - A Coruno ACoruiio A Coruiia €24,300,000
131 Avenido Buenos Aires Ponlevedro Pontevedro €4,500,000
132 Ruo Man uel Beiras ACoruiia Santiago de Compostelo €2,000,000
133 Sen Marcos {de) A Coruiio Santiago de Compostelo €830,000
ITOTAL LAND €824,420,0001
TOTAL PROPERTY PORTFOLIO METROVACESA S.A €924, 630,000
CBRE
VALUATI0!'-1 REPORT - lv\ETROVAC ESA, S.A. 16
1.3 SCOPE OF WORK & SOURCES OF

INFORMATION
Sources of We have carried out our work based upon information
Information supplied to us by Metrovacesa, S.A., which we have
assumed to be correct and comprehensive.
We have checked the tenure of the real estate assets.
For the purpose of the valuation we have faithfully

relied upon the verbal information and documentation
provided by the client with regard to the relevant
planning status achieved and also the process required
to achieve the condition of approved development
land. The information provided by the client includes:
• Town planning stage (classification,

calification, etc)
• Approval documents for planning status.
• Buildable area and breakdown of buildable

areas depending on its final use.
• Number of units projected.
• Pending costs and progress of the infrastructure

works.
• Pending costs and progress of the works in

progress real estate assets.
CBRE has cross-checked that the town planning stage

informed by the Client corresponds with its current
progress, via documentation provided by the client,
through verbal enquiries with corresponding the town
planning departments and through the web pages of
the corresponding town halls and Autonomous
Communities ("CCAA") were the assets are located.
We have not contrasted the information provided

related to the Pending costs and progress of the
infrastructure works. For the purpose of the valuation
we hove faithfully relied upon the information provided.
The Property Our report contains a brief summary of the property

details on which our valuation has been based.
VALLIJ\TICll\1 RE PO RT . l'v\ETROVACESA, S.!-\. 17
inspection We have inspected all the real estate assets which

comprise this portfolio. The inspections were carried
out during October 201 7.
Areas We have not measured the property on site or from

scale plans of the properties subiect to valuation. We
have therefore assumed that the areas provided by the
client are correct and we have checked it with the
registry documents provided by Metrovacesa, S.A
Environmental We have not received an environmental report relating

Matters to the properties. Additionally, we have not carried out
any investigation into the past or present uses of the
Property, nor of any neighbouring land, in order to
establish whether there is any potential for
contamination and have therefore assumed that none
exists.
We have not carried out any investigation into the past

or present uses of the Property, nor of any neighbouring
land, in order to establish whether there is any potential
for contamination and have therefore assumed that
none exists.
Repair and Co ndition We have not carried out building surveys, tested
services, made independent site investigations,
inspected woodwork, exposed parts of the structure
which were covered, unexposed or inaccessible, nor
arranged for any investigations to be carried out to
determine whether or not any deleterious or hazardous
materials or techniques have been used, or are
present, in any part of the Property. We are unable,
therefore, to give any assurance that the Property is free
from defect.
Town Planning For the purpose of the valuation we have faithfully

relied upon the verbal information and documentation
provided by the client with regard to the relevant
planning status achieved and also the process required
to achieve the condition of approved development
land. CBRE has cross-checked that the town planning
stage informed by the Client corresponds with its
current progress, via documentation provided by the
client, through verbal enquiries with corresponding the
town planning departments and through the web pages
of the corresponding town halls and Autonomous
Communities ("CCM") were the assets are located.
W\LUATIOI'I REPORT - METROVACESA, S.A. 18
1.4 VALUATION ASSUMPTIONS

Capitol Values The valuation has been prepared on the basis of
"Market Value" which is defined as:
"The esti mated amount for which an asset or liability

should exchange on the valuation date between a
willing buyer and a willing seller in an arm's-length
transaction after proper marketing and where the
parties had each acted knowledgeably, prudently and
without compulsion".
No allowances have been made for any expenses of

realisation nor for taxation which might arise in the
event of a disposal. Acquisition costs have not been
included in our valuation.
No account has been taken of any inter-company

leases or arrangements, nor of any mortgages,
debentures or other charges.
N o account has been taken of the availability or

otherwise of capital based Government or European
Community grants.
Rental Values Rental values indicated in our report are those which
have been adopted by us as appropriate in assessing
the capital value and are not necessarily appropriate
for other purposes nor do they necessarily accord with
the d efinitio n of Market Rent.
The Property Where appropriate we have regarded the shop fronts

of retail and showroom accommodation as formi ng an
integral part of the building.
Landlord's fixtu res such as lifts, escalators, central

heating and other normal service installations have
been treated as an integral part of the building and are
included within our valuations.
All measurements, areas and ages quoted in our report

are approximate.
VALU,A.TIO I'i REPORT - METROVAC: S;\, S.A. 19
Environmental In the absence of any information to the contrary, we

M atters have assumed that:
(a) the Properly is not contaminated and is not

adversely affected by any existing or proposed
environmental law;
(b) any processes which are carried out on the Properly

which are regu lated by environmental legislation are
properly licensed by the appropriate authorities.
(c) the Properly possesses current energy performance

certificates as required under government directives.
(amend as required by your own jurisdiction)
Repair and Condition In the absence of any information to the contrary, we

have assumed that:
(a) there are no abnorma l ground conditions, nor

archaeological remains, present which might adversely
affect the current or future occupation, development or
value of the properly;
(b) the Properly is free from rot, infestation, structural

or latent defect;
(c) no currently known deleterious or hazardous

materials or suspect techniques, including but not
limited to Composite Panelling, have been used in the
construction of, or subsequent alterations or additions
to, the Properly; and
(d) the services, and any associated controls or

software, are in working order and free from defect.
We have otherwise had regard to the age and apparent

general condition of the Properly. Comments made in
the property details do not purport to express an
opinion about, or advise upon, the condition of
uninspected parts ond should not be taken as making
an implied representation or statement about such
parts.
VALUATIOf'l REPORT - METRO\IACESA, SA 20
Title, renure, Unless stated otherwise within this report, and in the
Planning and tettings absence of any inform ation to the contrary, we have
assumed that:
(a) the Property possesses a good and marketable title

free from any onerous or hampering restrictions or
conditions;
{b) all buildings have been erected either prior to

planning control, or in accordance with planning
permissions, and have the benefit of permanent
planning consents or existing use rights for their current
use;
(c) the Property is not adversely affected by town

planning or road proposals;
(d) all buildings comply with all statutory and local

authority requirements including building, fire and
health and safety regulations;
(e) only minor or inconsequential costs will be incurred

if any modificatio ns or alterations are necessary in
order for occupiers of each Property to comply with the
provisions of the relevant disability discrimination
legislation;
(f) there are no tenant's improvements that will

materially affect our opinion of the rent that would be
obtained on review or renewal;
(g) tenants will meet their obl igations under their leases;
(h) there are no user restrictions or o ther restrictive

covenants in leases which would adversely affect value;
(i) where appropriate, permission to assign the interest

being valued herein would not be withheld by the
landlord where required; and
(j) vacant possession can be given of all

accommodation which 1s unlet or is let on a service
occupancy.
VALUATIOI'I REPClRT . lv1ETROVACESA, S.t\. 21
LEGAL NOTICE
This valuation report (the "Report") has been prepared by CBRE Valuation Advisory, S.A.
("CBRE") exclusively for Metrovacesa, S.A. (the "Client") in accordance with the terms of
the instruction letter dated 61h November 2017 ("the Instruction"). The Report is
confidential and it must not be disclosed to any person other than the Client without CBRE's
prior written consent. CBRE has provided this report on the understanding that it will only
be seen and used by the Client and no other person is entitled to rely upon it, unless CBRE
has expressly agreed in writing. Where CBRE has expressly agreed that a person other
than the Client can rely upon the report then CBRE shall have no greater liability to any
party relying on this report than it would have had if such party had been named as a
joint client under the Instruction.
CBRE's maximum aggregate liability to all parties, howsoever arising under, in connection
with or pursuant to reliance upon this Report, and whether in contract, tort, negligence or
otherwise shall not exceed the lower of:
(i) 25% of the value of the property to which the Instruction relates on the date
of the Instruction; or
(ii) 60 million Euro; and
CBRE shall not be liable for any indirect, special or consequential loss or damage
howsoever caused, whether in contract, tort, negligence or otherwise, arising from or in
connection with this Report. Nothing in this Report shall exclude liability which cannot be
excluded by law.
APPENDIX
.\PPE NDIA - ,,.\ETP.OW.CESA. 5 A.
1.5 APPENDIX 1· PROPERTY DETAILS
WORK IN PRO GRESS
Co!l~idat•d Url>o11 L.cuul Fult~pe.rmitltld
'""'
0,991, 000
M11t1do AQ'uUO, Fc•l 1'tiviledgo I
MIW!do "G~'!On F"'"' J'IMI•dg• U
Ali'Nidi;J
Almeria l"ulpi Co"IW!ilictcd \hbor~ Lol'ld Fulyp.rrml~d
10, 640
13,90(1 "
118
€ 12, 968,2011
€ 16,808, 688 fA ,OOO,OOO
fB,SOO,OOO
€ 11 , 000,000
798 £/sq m
~ ~ (hqm
fd llicio ~1111 del Medilerr6MO c:...t. U6" Oro~SA Co!IN!idatcd \Jt bal'l LDr~d Fulyptormin•d 1,3?5
,," £ 1,n7,6.CJ £ 169,.&30 C1,?90,000 O].(f:/~m
..................
lt•td • 5o, Co.rr. II
"""'""
Pomplono .........
ValdcmcH'O ConiOiiikt.d Urban Lortd
ConiOlidcritd Urban Lal'ld
fdyp.rmiftiNI
f ullyperl'ftdla.d
.S, 170
6.338
,.,
""
0,450,000
('9,1111,000
£A,09"l,DOO
0 ,948,465
f:2,SOO,OOO WI/"~ "'
....,
6,060,000 798U5q m
P-t..IMCL
......
Modnd
....
"'-!rid CoMO!iodot.d Urban land f""r p.rrNt.d 14,019 £27,030.000 £11,717,000 £15.200,000 1,D40v._.. m
.......
~, Consolidated Urban I.. ltd fudyp.!TftictM £111~50.000 €9,534,963 1166""'"'
Gorlttoncfo lerriao
C6N. . PdaS.IIo Sta. Cnit d.. Te~Mrit. lDC Collnx Conwlido»d Url:acn~ 1.1:1'-' fuiJrpermilt.d 960 " £:1 ,050,000 £41.100
£.6,280,000
£100,000 833(1~ "'
• R.cid.I'IC'lol Mlmdor d. Guadam~mGI

AUA.o09A¥Cia. EIMir6n-P..,rola I
Mod.;d
L- PalmcH C6lado """''"
ConcolidoledUrban
ConsolidC~~..d U~n
t..,d
Lond
l"\l(lypormirt.cl
FIA!y p.f'nllitt.d
5, 100
5,00 1
£.6,200,000 011.000 (5,500,000 1,078 (/M( 1'1'1
10
""""' Fully p.~rmitt.d
E5,73J ,OOO «,121,000 £bl0,000 1'10£/tq: "'
""'~"'
II S.i:'tor UnlpaJM-1 Logrot\a. Ulogrot.o Consolido1.1d Urban Lolld 3,169 €6,629.473 C,3A5,10S 0,4'20,000 OA2t'J~ m
LonG
,.,.""
12 So~dor Pil ig An li.::i'l l·AI i cm:elong Monlatnh d11l Yallils Cor"gJidolod Urban f.,lJy p.ttnln.d 5.1 14 C!,!7'1,223 €5,5<17,570 Q , 060,000 <103 £1•'1 m
,,
IJ Ern••• U~o~Ch
San•iooollwi~
BC~~r c•long
Ban:.bt~a
Montornh d11l Yalr.t
r.,ro ..
o
Consoltdol.c! Urban
Con&4lfdat.d Urban
\.Qnd
LoMI
~~~~y~rmln.d
F"'•r~rml1'19d
··=
5,051
€15,997, 17!1
~10, 1 37,667
0,778,712
(A, 1A1,936
€5, 0 10 ,000
U ,OOO,OOO
5l>5£1"1 m
79'1 f'.l.q m
,." Pvpor Piro- Pon.lo 3-J

Alldo. lorolono
Bor...b~
............
..._..
T•rrauo
........
f•mltNI
Consolidof•cl Urbon
ec-.e.IOdor.cr Urilon
u""'"'
\.Qnd
113nd
F11ly permit11td
Flll,o,..rmitt.cl
2,881
5!f2ol
"'••..,
E5,97J,262
lV,73A,Il9
Cl,153,1.AO
c,1u,m
0 , 2 10,000
~.oao.ooo
7o6 £hq m
776 fbq m
,.
17
19
fd. Gt.gono Morof*l
(J1.4f.~polo.l/tt
lD Gol.to I
.......
........ ........
e.-..
c:c-oa;dot..cr
Co~ U rt:-.1.4 1\d
CoNDidcrt.d Urboft lAM
Lond flllypHfnitttd
f...,. J>Mf!1its.d
f..,.~its.d
12,941
s.m
1,.A20
€24, 700,000
€8,764,134
£10,910, 715
0 ,088, 479
(A,3ol7, 661
c,9n,236
€11, 500,000
C,o50,000
0 , 000,000
1, 3A6€/sqm
so.. £hq "'
404 il«1 m
jroTAL WOliC IN I"ROGU SS C09,7S4,?22 a0 ,162,1.55 (100,210,000
I G~., Dmlop-•< Vo lvo I I I

R• f
I Prop•rty
I Prvvlnc•
I Tawn
I Land • ~lah11
I MVC 11o Tlpalogy
I Bulld o b lo at"tiO l•n'l)
I Numb•• ••oOdool•ol
unll~ I(} Torol Co,l !Ct
Mo•. .• Volv o IOO'!o
l Oih S.pl•tnb•t
201 7
Clb ulldob .. •q m
20 Mtor i.JtP..sf'.J7'Ctdrc>V_.,..~nal ....... ........ o.....lopaW.~JO~p&c.tt

eon.oJidcH.d Urboll Lond
fYifp.rmm.d
Ful,lporrminrtd
a.cla ...
111
€13,501,700 t9,641,171 £1,100.000 2000 l/.q m
--- --
C6rdobl 17,054 o:J,D93,n6 £9,300,000
21
l2
C6tdobal"f'07-Irolo::IIWH'OQ 10
Mt.•SUT·l·SM~
........
"-" """"""'
"E;do o....JopabJ. witl\zon""'cc plan
o..... Jopabl. wifi\ Eonning plol'l
Fully p.rmlhd n~?5 153 o7,92t,m
C18,00.A.298
£24,6!7,830 €0,450,000
S4SO~m
28A fbq rn
,,
l3 M01ndo "'ui!On. ~vlpO {lvtob ...,. &olf)
fV,..I Y~lA-2~G"'""'do' G~""""
Pv""
ElVa«i&.ICI 01Yiiop;lbl. ....i1~
EOn r.fng .,HII'I
FO!It,>p•rmin. d
Orgo r.lud
2\!1,'126
8 ,5aJ
1 , 5~6
so
C:63,509 ,0 , ..
£ 13,435, 938
(175,993.993
£9, 1!1 1,759
£35,400,000
E6.SO,ODO
164 t/sq m
76£/•q m
,." Poru-loC.-
U!-E8. N oivf..,Pork,t/n
c-••
,.....,..
E1~pono
01YIIC1pabl. wi1J\
c.....
Jopabt.whh
c.....
IOnl'ling piol\
tonl'lin; pkln
Fully p.rmln•d
F ..U,. ~rmi".d
7,057
12, 439 "
10l
€ 10,6?9, 506
£A'2 ,?n,S61
£'7,010,242
1'26,'277,892
(1,750, 000
m.ooo.ooo
'248 £/sq m
643 ll•q .,
,.""'
Lo Col.ro ll
Pti...ado Grand. ....... Jopgbt. withron nin; pSon
Non CoMO!id...wd Urbo111 l,.oncl
F~ p.rmi•od
O....klpaW.
'10,90'1
'·"""'
172
,.,
22
f:l 1,2.41,17A.
E:1'2,6t6, 00
CH,.3A5.SA.e
0,649,304
(A,IOO.OOO
( l ,.S.SO,.OOO
19e>t/cq m
20.8 il"l m
Tolft del tuo, Malaga
....... HAft ConsofidoiH Urbon L.nd OraaniMd
,..,,
U. l~ £ 12:S,53.S.S91 £o4. 052,155 07,000,.000 1 ,080U~ m
-
....... _.... ,..,., .,••
30 Colincn cNt Utr10110J p..duo,. promoci(ln btid.Mi11l Cit,_) o.-bpablewilh COI'Ining plan fw!J,t-rmihd (U,9.Ao,S1A 0 ,948,000 (A,.AOO,OOO 870 UJq m
J1 UKI"-YI-7 Atlolo Aio
.......
....... .....
Co~ Utba~t
Noft Conwolidot.d Urban ~
Land F.n,.,-~ 03.An.l88 EI3.1 1._6.S7 G , $00.000 781 £/.,q"'
,,"'"'
32 U~tidod d- •iK~ U£ SO..J "C.ootijo k}o' o.... lopoble 7,171 £lo,m ,nl et.•l7,153 0,700,000 do [hq M
33 LoAltT-octtc.do. Mijg.
....,.,. ..... Non Con..olidGI.cl Urban l.4rod O...•lopoll!. .A,995 (t0,A7..,5So €5,949,~1· C,IOCI,OOO 561 "'q 11'1
..
:!<
35
J7
Cctlo de Mljcu. M6Jgga
St.dot SUI'-T-10. Tot'T'e d• l Mar. Vain
SUP-f-12. To,, d.l Mar. ValeE
Lo Cb:o~o- Tom.molinot ji r~dll)o":: promocl6n lt.sOdcncjgl N• r•id'o$/
M....
......
w,QJgflO
To.... dlttMor
TOI'r1d..!Mor
fo<rw>nOSnot.
O.....lopc~~bM "''irh tot~n l nt plgn
D.Y•Iopobl. with tonnlno plan
c.....
lopoblawil'hlol\nlng ~an
~•lopabHtwithmnnlnoplon
F~lr F'Itminocl
Ft.41y""'rmitt.d
Flllly po.rml;ted
f~ly~rmi~d
0.730
12, 1e.3
4,'J;6$
31, 15 1 , ..
60
£12,803,115
£17,81.4,\80
G,399,00J
00,117,265
17,851,3!1
6:1'2 ,890,000
t.f.,92 A,DO.S
0 9 ,303.2 07
€2,700,000
€ 1,6SO,OOO
£ 1,300,000
05,250,000
•7 1 (1~ 11'1
13Sl/aq tn
":198 £1,~ m
\,096€./r;q m
"'
J'l
A.Ydo . La .Mosrino 9·1 I
ncuo d.l CoraL Algeciras
C.iida
C6do
AloJoteln:l•
......... Con4llOiidoMd Urban Land
CoMOlld<!:tocl Urban l.al'ld
FIICI)o ,.. rmitt.d
F uly po~~ mtiUod
3.SA2
3,65 1 ,,
30 0,675,921!1
£6,352,5'26
0 ,1aA,'2C I
0 ,770,1 09
€1.•00, 000
£ 1,3SO,OOO
395 t'./lq rl'l
3 70 £1~ m
,._rio
Sh-11')' + l..ll ChinG)
,..,,..,....,...
..
<O $-CO-10 Puerill Stw.ny ,c6diz) COd< f i P-O.!acroleMarks Nort Cotwolido-.d Urban LaRd o.,....~opoble 18.676 106 09.5-U,SSS 05, 101,926 l5,300,000 '28• fhq""
"..," SUP-1:8, PorukJ 0 I;Ro1o-COdil)

o)IJ UE II-A. Porc.lot CI-C2 finduy. Complep P'ier I )
SotoQrond. S..t-cto. 38
"""'
Cod.
caw ....··~.._
~
eo-lidel.ed u rbo,.. J.Qttd
eo.-&iclot.d Urban Loltd
Consolidot..r Urbon l.oMI
f .,. Pt.rmiaed
F&.Ctr,..nnined
6,035
7,910
15,800 ..""
80
( 10.603,345
£1'2.3-Aa, A1B
04,779,4 17
ca,o:J7,1129
(.0,061.1t.A
(7,1/.1,199
m, o~u,ooo
€'1.500.000
0,000,000
a-.000.000
.Al .. £/sq m
253 £/~q m
5 70 £1U{ m
"..
C6rdoio ~P07 . ,l.lan.tono A COJdoba CO....ba ~t.c:l Urbon l.ond Flllypwm._d 14, 406 121 (15,344,262 5 <1 0 £/~ m
" C6rdobo 1'~6. florq1.00 N al\oro CO.dobo a....bo COfWloiOdoted Urbon \.QMI FIAiy~r,ined
o • ..-,Jo~bt.
'2,3 12
"" CJ,$91,183 €2,$10,610
o , 7ao,ooo
€675,000 2-n:E:hqm
"
fo.Ydo , d• lot O!I•Mt.,3 S
s.c!or ,.,..os "Comlno TurrvAUtrlo•"· o pott•lal ~ru::W,.. M~dor d, \.Q Albottlo)
CO.dobo
COrdoba """"''"
C6rdobi:.
No11 Cornolidoll'd Urban t.ond
ConJOiidot.d Urban Land Fullypermln•d
1,6 10
29,750
"""
£:1,09'1:,791
£59,035, '109
£1,702,005
Clo,1~5. 009
( 775,000
£ 11. 990,000
44 1 £11~,
<103 V,qm
•••• """"''"
U!-2P!RI.S.13•MoHir. &cu.la" El l!lriJiont1 CO..OO.ba Con.olidgtcrd Urbocn Land Fully parmiH•d 12, 9CW 40 £2-4,090,870 E13,39A,240 €6,700,000 517 fb'1 rn
&•. COnlobo C6niobo CONOlido~ Urba" lAnd ?o,Jn •:za u~~:~ m
.,'",.
!tP S.ctol 03 11wtta de Sonla l~abel f'grcekn 3 .'2, ~-4. 8.:3 yA.1.2 Ft.41ypermitled CS,!2J,OJ8 i:IO,A.67,380 (8,725,000
Hv.o.. Co11101ido'-d UrbQ" lAnd hlly p.mWt.cl 5,250 <5 £8,.89 1,015 (S,036,8 S8
""'
,.,.,,_, Iloilo "'" id. ncioiAIIantio) 0 , '250,000 4'19l/sq m
"""'""
,...,
C/0. 1M MorinerM
"""'""
ltb CtlaN Con~ldotod lktrort lAnd futlypefrnOnecl
..,.,..
1,11S tlS,5J6,090 0,8'2'2,205 0 ,700,000 416 Q "Im
-.....
ColftO!jdotocl Urban r..tnd Fu(~ ..........
52 Perulo •13.'2 Volparoic.o- Soti.Jwtl d. Arnelforodt.
'"""' CoMOiiclolod Utbon lAM hrlilyperraat.d 4S,US
""
4:12. 606, '23-A
(59,29'2, A.SO
0,....0,490
C.1.2Sl,699
(],650,000
u .sso.ooo
32'3£/a.q m
SJ f n••IWdMt &C3 r Bet • Dos Hermon.
'"""' ,....._
) Lftlt.q m
..
5< Me ~t PotcioiPfl lJ.A"Aibdllr..lct",A.Iicana. AI<- o.....fopablewith.IOI'nlnt plo 11 Oracaniled 15.099 123 C11,A96,.690 tU,071 , 555 £.4,900,000 3"..5£1~ '"
55 Porc.!41 Urb Soctw 6, flml5111111
.....,_
AI<-
~ V'II:Intlci.JRaipe~g
Cont.otidoted Utbon !.and
o.....
lopable wil ho~ ~~~ l!'lg plan
f Wt,,..,..'Hid 5, 655
•• £11,598,1!124 Q ,138,046 £1 ,<160,000 '2SiifJW~ m
"sa
S.c2or PAUU. CM .. Ilet
,., ~~~ Ncuaflltf..• ,o,~,.., Son! Joo,d'Aiooto!'l! O.W.Iopoble•••lit!•o Jor.nlnQ pl041
O r;o.,iz.d
FLAiypennitled
12.056
20,853 "'"
170
E:\7,7JA,158
cn,.l.37, 27o
£13,213,148
E20 ,029, 77A
B50,000
£.5, 110,000
11 t'Ja.q m
248 £/~m
59
So ~ r A....f~:~, Valencicl 9S E1q Cl
S.cto' UEit· 17·Cat.tl'll6~
~lo Ebro CG•••Aon
Co~tvH.;.n
CC~o~ot•!bn deloPiano
CO>II~,...d.. lo Piai'!CI
CoM..,Iidaled Urbgn Land
Ol...tlopablo wit~ lOI\11~ piCII
Fullr ~rmir..d
O rgan ized
B,,.,o
8,WA ",. £10,066, 11 9
f:1S,o.'!o8,791
£1,'1.46,7A7
€ 10,688, 390
£1, 100,000
£1,470,000
13 1 E/tq m
171 (,l, qm
CBRE
,IPPE>IDIX - 11/,ETROvP,CESA, SA
I I I I I Numb•• ~ ....... ol II a~.. D•·····=·· Vo l•• I I Moh.... Vol••

b 100.. I
R~t.
I P~p.. rty Province> Town LDnd ~ .te~lu~ MVC ~ Ttp ology
I Buildable a""a (m 0 t )
u"''•
C\
~
Total Co11 ~C)
3 Dl Soplem or2017
C/ buildablo aq m
60 AV'I!nfdo EnriqiHI G;meno. 7'9 Ccotei!On Co.roU6nci• l.. Plo,.., Con.oolidal..d Urb:~r1 Lot~d
o..... lopc~ bt.will1 tonn ~g plan
full., p~rmit'.od
o....• klpobl.
23,440 "0 0 '2, 161 .5:!'2 ~),5.59 , 790 (4,070,000 1 74t:ls~ m
~boror111 S7,0W
61
62
UE-1 Vinr..~:~I-AJhc!r"'fCI
AIW, M•...bto-IM>aldi 3, JC"'IJ<I
Yol.nc:;a
A~carf• JQ.,.CII'XQbo<t c..... fopc~bt. wi~toMillgplgn o-lopab~ 1,346 '" €\26,9 15,576
£1,191 ,'194
£59, 108,'279
£ 1,681 ,MO
€ 17,400.000
~0.000
305 f.!~l;j m
691 €/$q m
63 Suelo,SoctorSP-1-ElPIIig Valor.e'oll
"" D•ve1opc~blewilh [CI'1rlil\liil pig!\ D•v• lopcblt 12.~
•• £! \.336,950 £14,535,212 O, l SO,OOO 178€/aqm
o~
6~
oo
S<.t.lo Cam/ Santa E....lm • S~YA I ~YA 8. l"uio
Suolo rtn Patroi:lr
Ct Vallo drt !oyora Y Cll'Hortc Nord
llc l.nc:la
V~:~lor.eltr
Vc:~loncla
''"
Valonck:l
VoloMic
CoV<IIopc~blewith tCinroing plan
Canso1idatod Urlxullond
Consolkiclocl Urbt:ln !And
0o¥G\opo~
Fullyp•RI'IH• d
Fully pemo.iHed
3, 114
9 ,179
1,382
.1
I'
IB
£5,889,962
£15.032,96 1
0,779,1..72
£,.!.,171,<'57 1
G ,7l7,727
£1 ,526,751
€700,000
0 ,660,000
£750.000
2'25 €hq m
39Q €/l q m
5.4l f/$q m
o7 SUP T--'11 B~tt~il'l'lllclet V~:~loncla Va\."'t>o o....olopabl• withzonning plan o. ... lopgbl. S.t,A.t15 ••o € 112,02 1,64.. £S6, 11 2,739 €:1 3,200,000 '.2<(2 £/~q m
68
69
A'<l'd'a. Constiii.IC>6n I C. Soozo I C. Agl4tin I.Drc • V<~lenciG
Ce •6r.aA!ierta.lorogozo
Vc:~lonc:lg
ZotoQDto
Vol..nda
Zorar;aaza
Non CoMolldoted Urbof'l Lend
Non ea,~al idatod Urban Uit'd
Da~<alapobla
Orgo11ind
8,966
17, 931
••
IJ5
£\6,!57,1.!!:7
E23,6o8,281
€ 10,.453,113
ElJ,l \ 7,6?7
0,000.000
€ 1,.430,000
335 E:l~ 1\\
80f/~m
70
71
,.t,.,.nid11 d e MDdrid !Za ragoza)
1'\ U.\1\.A P'oll51o11o a12 Voq..,.I'OI. I.CI Eotrcadm
zo.._.
Aa!vricn
l.t:;.it'olo
la<Ugoza
O.odo
logroi\o
Co~JO!idclllod Urban i.Jind
~....lcpotWo with wnl'lif'lg pfon
CCintoliclllllltd Urbcln L..nt~d
Organiutd
Orijai'I!Nd
5,~10
14,600 ,,
50
104
£13 ~71.375
£21,0 16,276
f.l S,089, 700
€7,2 61,1 6A
El5,'.28 1, 2SO
t:.t,140,000
l ],700 ,00Q
7JB (l~q
116£1•~ m
m
7'2 Sedor Uni~pol Looror\o f'ullyparmiflc-d !!,775 t: 1o.oa~...79 e:J,1 20,000 35oE:/s~ m
7J 'Etpar1olu Norte" Madnd 1Jcol6det1•"'CC!IIf C~;~r~rolidct.d U•baro lond Fullypormi/t.d $,900 •o €1 1,681,000 U,A.l-4,000 0,300,000 559€/~m
7-t C.rro del Co•lillo M..dn'd ArE]llncbcl-1R..,. Corowficlalld Urlxlro Land F.Aiy fN! rmitted 13,675 200 0'2,089,87.! € 15, 108.,220 Cl,300,000 2.41 £/s~ m
75 Gelof.l.a Esloci6r~ Madlid G1tol• N<m C~;~n.o!idoted Urbc:lro Lond c.... oolopobl· 3:8. 11-8 380 60,200,550 ~ 9 ,'209,703 E: l0,300,0CO 2 70£/~q m
~Piiioeo CArdeft) 1\.\o::ll'id t-lon Contolid-atoKI Urbc:ln Lond o~aan.ilG d
,.,
S,Sl 7 •o f"A,805.,096
76
'"""" £14,..a7,000 (.(,650.000 80:3 t:l~q m
77
7!
79
M'"- 08.03 'Prolongoci6n d• Ia Cathrllano."Finca an
Calle Volli<:ie~o, 4
Compkl;., Mo:oano
Atpo [Pozuolo do AIGrc6r~, Madrid)
Ia c~:~lle kla c:lo .k.rnaic::a n°7
""'"'
Mdrld
ModNI
~ ...-
Madrid
Mad•fd
PoNtolo cl. Alcon::On
r-lon Concolidalod Urbart Lat~d
Non Cg n~olidat..d Urban Lond
ConJOiidatod Urbaf'l lond
D1velopoblewi1h ZOIII'oing piOI'I
o.volapo::~bl•
Cav. kl~ble~
~\lllyp.rmiltod
Orgoroind
1,AS1
1a •.-oo
<16,'289
'
18
160
€1,348,999
(S.,49A,290
€9 1,677,000
£1 10,6..0,000
(..1 79,817
€:1, 197,7J2
Cl6,.564,aB'2
£4A,U5,115
~35 ,000
£1,400,000
~7.970 ,000
1, \t.S(/~q m
1, 054 ..:!~~ rt'l
2,064 (/'l<l m
30
at
.82
Monlo Lc Vi ~a. Villovteio•a de Od6n
-'rros.adfo
"""'"
M<ldrld
N,....,.....,
Yi[kl..icloiod.O.X.n
Pomplono
Deve~pobl1with «~nni11g p ]o r~
Consolidolod Urbon Lend
F~lly p~u., inad
Fullype•m inod
11,700
14,68<i
"'
39
I«
£20,287,000
£12,060,355
£ 12,501,600
£16,7.47,1.57
€15,000,000
0 ,350,000
61,270.000
S<iO t:ltq m
256 £/sq m
628 V'~ct m
Nayg•rg Con..olidolod Urlx>n l,.gnd ~~lly pormlt!od ~7' .812
83
8.G
85
Sate d• Lukairv
U.E."l\ Par~vo S~trralla . !a ro ~akto
A-..da. ~n Agll6t[n, 1/n
v..,...,.,
~=
PomplonCI
8orocoldo
Sanl,#oqv1HdosV.d~
Non Conwlldotod Urban Land
Non Co11s oli®tod U r'cxw1lllnd
FYII~pormiflctd
Or;onind
22,4.51
3. 6J...
'"'
259
\0
€62,4 12 ,9<(0
£53,526,922
€ 1 L 1<10.000
t:J.4,020,<170
£26,!78, 7'n
€.0,009, 025
€1 7,300,000
(10,91 0,000
£2 ,675,000
6'1'1 f,/lqm
.486€/~-q m
T.l 6£/~o~t m
M l'lozo d• Ia Mnr y Coli• k1 'rolja 6 I""' Sonl}ogiAii dftV.drg NCII'I Consolldolod Urbc;w,l,.g.-.d Oruonized 4,7<19 27 €16,803 ,1 02 f:V,2 16,t59 £.4 ,785,000 1.ooe 'iN~ "'
B]
ea
89
90
91
Call.~ P~mla D• S'embarcodor
Portma"Y"·2o
Sedor t.val'lle. Polmc:~ do MI:JIIorrc rJ
Lo rd Nol~on Urb.Coloo Uaongo ~orc. 1076.2
S..dor B.:Jreu-Paroi•o
.... _,
'""'
Ibm
M~;~li:mc
Ba..:.br.o
~r'll AgW$Ii dH Vtodro
San! .k.sopdooSCirolola
Polmo
CaloLb"'90
At~t'lysd•/J-
Coi\IO!id~;~ t.d Urban 1.ond
,.._Land
Con!IOiidoled Utbcon Larod
Dovo 1opoble~ with zonrotng plan
Non Contolidatod Urban U:>nO
Ful}ypormil1tld
Non urba n
Fullyporrnittod
Fullyparmittod
Fully p.,mitt•.i
1,994
• Ia
183 ,588
5 ,637
?3,238
NO
'"'
37
235
£7,0'2 1,00 1
"'
£36.4 ,B1o ,S12
€14,367,605
e.t'l.29<~,929
0,87<1.737
€211,698.'130
€10,202,962
Cl7,0A4.5S1
<o
€1,975,000
€ 1 .~3 0, 000
£11'0,000,000
€ 1,770.000
t.V,390,000
990f.l~ m
.LlO €/'q
3 1Af./~q m
A04 E'Jsq m
"''Ill
92 -'020. SarbtrO dt 1Vall"' Bo..,abr.. 8orboniod•1Vol0-o Con~idcled Urban lcrtd Orgoniwd 11,949 118 09,60 7,639 E: l7, 052.7Je €6,660,000 SS7-!I~q m
93 Cl Navr:11 Oa To!Mo 308-J09 Ba!cabncr Consolidottod Urban l.olrod Fulty p•rmlH1d ·v;m 2\ £7,183. 401 0 .301 ,252 €2,530,000 1,1l l t'sq l'l1
9<1 Edlficia Or. Sc!rroqwr, a Scm:;, I:,,., C~;~otoru..fel:: Consolidalod Urban Land Fuil)lp•rmitlod l,<>OII 10 £4,261,0.(1 E1 ,927,4.C2 £1 ,680,000 1,045 (.l~q m
95 , opol•ro -Se.do a.:..~·\<1"" fiPrgl<). ~ Oa>oe~ lopohla~ho ut tonn ingpla n O. ~talopobla l76,3!!3 1,590 i£A1o,397,n2 £158 ,26. ,0~ 1 f..49,695,000 '2S? [/,q m
96
91
MU ll Co11<:o•diu-l!ln 1 Ul/ / Uia 1 U1,Ln, U2
P.E.B- Akoh.oltta• Manroso
BCII~elct'!O
S(lfcelc!'<l """-
Mg.,"'"
Matto111~
Non ConsCIIidotad Urbon Lan.d
Con.olida!ad Urban lon.d
Do~<elopobl<r wilhout tCif'lro lng pion
~ul ty p• rmittltd
Oovslopo~a
24,610
9 ,08 1 '",. t:A3,789,283
€ 15,760,140
08,82'2,156
£9,541,535
€6,945,000
0 ,070,000
2S"1 fJ tq m
338 £/~q m
98
99
1.o.J, Caldo~~roloK II S.dOI' lu Sinic
C<ln F~br~tras PAU 11 II Borong~•r nl/ll:i•ra I Orio11l
Swc:elcna
Borc•to ..... Moda!doiVtllioO. Corooolidotod Urban Land
Orgonind
O rgo;1il.d
16,160
13,08 7 '"
123
£12,880,504
£16,2A 1,20A
£25,130, 600
£18 ,3..2 .157
€1 ,170,000
O,o.SO, OOO
72 £11qm
'10'2 €/cq,..,
100
101
Tol...6n/l.opo!>l / Sruc/ Giraf'a/Tin!o ..
C<lf'l GambUa
Barc.lcna
""'olo~
S.bod.l Non Consolidotod Urbort Lcn.d
Non Con1olidot..d Urban land
Org1111U:od
F..l1y pa rrniii.d
10,69 1
1 1,057
••
101
£ll, 73B,A21
02,759,392
€:1'2,364,719
£J:J .2so .a~
£.4,!190,000
£.4,900,000
A5 7 £/~q m
<4•9 t:l"!m
Bct~:: ..bi"'Q o.....
102
10J
SentAdriOdoB•~'
Avdo. Manool h rndl\dc-z M6rq.,.z. 13- 17- 19- '23, partokt•l\1'2 Bo..,.b....,
Ba~e ..~r.a
5onl"-dric a.iBoKOI
.S~;~n!Adnd .4..18-'>o
Oovalopoblo witflalllzant\ing pl<ln
ConJOiidot..d Urban Land
lopc.bl.
fullyp orrnitl..d
85,304
15,54 1 "'" €251,668,5.C3
06,257,79 1
£1.43,358,190
€2 1,677,380
C\6,490,000
£8,290,000
~2£/'" '"
533£/Jqm
IQ.II Sedor Jig! Po nat Coruolldatltd Urbqn Lorod f ully pt1rmilted 4,037
"" €16,029,58.( £7,83 1,9 18 €4,990,000 1,238€/$q 1'1'1
.,,.
lOS Pcd.roft:.rco. Tarrona Bmubna Tsrr<>ua ConJOiidatod Urban lAnd fl'llypormittod 1 8,7~ 175 OJ,71B, SOO f22,"114.<i.!O !5,650,000 3C1 €/$~ /11
.."
I~ M<lnrol(I . ToiTCuo Sarc:Gbno r~.ra~ ConJ.Oiidatod Urbon l<>nd Ful:lypormill•d 1,266 £2, 262,669 t:1 ,606,S15 t:J 10,000 245 E:/~q m
_
107 Mclrconi 1126/ fU!m6n u~n. 170 Bo,.,,lon., T.ITQUQ Consolidated Urban Land FtAiy pormitlod a.os7 £1S,491 ,608 E9,852.A97 ~.950,000 3M (/~'1 m
,..
'·~
lOB Oodor-Poar.on !»n:•lona Consolidotul UrPon lond FullyP'trmin•d 6, ~4~ £13,nO,A02 re,599,A9 7 £2. 650,000 387fhqm
\CQ
II0
Colle Torrogona, 107
Fupar Firo- f i!lell 2/ I p~;g I Mala~, Pio:~a do kl CoopcoraTivo
Bon:• lone
Ban:elo n"
'·= Consolldot~d. Urban lan.d
C~;~nsalidotod Urboro Lcrod
Fullypermthod
Fultypto rmln~
4,602
6,VSA
••
CB,5.C3,05"
£19,558,291
i5,50 l,SD6
E11,.57a,509
€1.620,000
(4,.330,000
35.2 liW< m
.ca2 (.l,q m
111 BiJ!x.o/ 1 -3-5/Go.lip~~Z~:oo 161Guipvtcoa Ban:elano T~ Can•o1idotrtd Urboro !.orod F\Jittpermin•d 2,8 1.4 32 E:A,8.. 1,8~ £.:1,526, 369 £5 10 ,000 1&1 (/~q m
112 S.aor Levant., Vi1adn<:a n•, Ban:• loroa Vilodecol'll O....olopablo witfl ZCinnifls pion h..JI~ po'~ "od 11 ,'22 1 11 0 £25,585,462 € 17,'270,04'2 0 ,200,000 2&5 £1u; m
•••
.,,,
113 RuHIIoiB7/ G•mr,a Girong Corrto!idotod Urban land Fllltt po~~ r~ d lO 0,2..9,3A6 £1,256,8:54 €620,000 627 £1·~ m
U..l~ Non Con•olidolod UrbcJn Lort~ 5,7.48
114
11 ~
o'M'IUli'ICarrcn.c:a. U•ido
Sa rot Pa~li do No1a135-37 I Engirl)'llr SanH Com~n)'l 35-37-09, SlJ~ 5 Ll.td" "'"'
l . ... Non Contoli<!ol•d Urban Lorod
hollyp.rmilltld
Fvl})op.rmittad 7,625
€:8.....9,743
£11.66-4,178
E:S,907,934
€7,7 12,9JO
£960,000
€1 ,8SO,OOO
167 €/!Nj m
2 .Ll(l~ m
116
117
118
La Ll~;~~a
C/ Uuic Mo1:1r.:c i Capdevila A • Perc.. 9 klo D.
C/Jcn ~1'6
Ll.ldo
To•f'09CI"'
Tdrra~
"'"'
for>a;oroo
Tar~""
Coro10!ida lrtd Urban Land
Con~id a !od Urboro l.ond
Cororo.lidal• d Urbor1 Land
Fl.lll)'pormi"-d
fullyparmiti..d
fullyp.rminod
27,190
.. ,260
'2 .030
2 40
"20
C 9,730 ,.%7
EV,229,052
€.4,6 75,778
09,690,38.
€.4, 6<i6,7 M
£:1,267,3 14
€2,780,000
€3 ,050,000
€1,440,000
1 02£/~ m
716 (/~~...,
eos v,q ..,
119 Polfgor.o 9 Corrallfio La Olivo flll'rlr;anl~o lo0U11111f'-"t1~ ~•nluro) Conu;olidal• d Urbor1 lond FLI!Iyp...rmiltacl 3 '< ,.469 m £47,097,000 €40,950,000 £13,6CX>,OOO J~€fsq m
Canwlid~;~ led Urboro Land
1:20
121
122
0 ...... '2.4.1, y U..... 1A.l "La, TDrru" - LD• '"lmo~ d.. Groro Canorio
C/ UrugLIO}I, 31-03, C/ LoJ Mortlne1: da W:obor, Tl
Cori'Citora de Ct..i~. 31-39. 40
GrunConarld
GoonCof\Q'r'o
Gou1'!Cdf10ril::l
LooPolmoodaG. CoN>rio
la& ~a.lma; de G... n ea,.,,.,l(l
lmP.:.IIT'ItUd..Gro~CoN!roo
Conro.lidc:!.d Urbdn lor.d
Consolidot.d Urbon U:md
Fllllypormittad
ful\v pormilt~d
F ~l typ~rm ii'IH
38,0J6
1,555
3,.430
"'"
>0
E'b8, 178.000
£1,55 ..,000
£.4,802.000
~9,672 ,5.:12
(1,438 ,000
0 ,07 1,000
€ 1'.2,375,000
€.6.40,000
€900,000
3'25 (f,q m
411 (/~q,.,
262 E/Jq,..,
C/ AH6ro: Provis~l'lol, '/ro Parco~ 5<1 A l a• Pc.lm~;~,O.GronCCinor'-> Con5alidcta0 Urban l,.ond F u~p"Prrninad 1,5i!! £1,476, 000 €1,39<1,000 ~70,000 A2'2 ih~fTI
123
12<i U,l,-1 Caleta d• Femora
G•onCot'loricl
lont~;~l"ttl•
r.n,....,
T-;uise Dovolopoblowith z~;~nn ing pion
Con•olido!ad Urban l.Cin.d
Orgartin d
F ~lly pcorminod
10.80 1
22, 627
"
150 €1 8,306,000
03,9•0,000
£1 1, 198,000
€2~ ,883 ,000
0 ,900,000 2o8 V'~q,.,
125
12:6
127
Caltoioa MorMI. Lui,CI, .i.lxu:lu
,I,...,Ja El ,elm Mar 70, Parr;ala 15·2- Aron<>
Pai'C,ju. de le R.iroa, P.!'. E1 Cho II
r •.,.. ~.
T, n, t\lo
A«o
Carotolidotod Urban Land
Nc:~n Con•olido!acl Urban Land
Fi.dly ~ rmi'Nod
Fully parmiT1• d
7A~G
101,A3o
'""
720
£ 13 ,438, 000
£ 13 1,332,000
0 ,198,000
€9 1.85.,000
£d, 400,000
£.:1,000,000
€9,600,000
19 4£/•ql11
<102 El•q m
95 €/~q iT'
128 LoGait.»ro ACol-uno ~Co'll"'a Con1olic!atod Urbart Land f lllly pe rmi'N•d 7,390 13 €17,Jn,ooo 6 , 1 "16.~6 £5,.:150,000 n <i £/~qm
129
130
Pla n Ecp.c:icl d• Laba!'.o u (f'erceb.!iros)
Sal'l Podro do Vi1m0 . SPV-2 . A Corljll'\tl
~U..unCI
1'.c.c..-uno
A Cor~ N:I
AC4Nfla
Non Contolida !od Urbof'l l.Dncl
Co1t0lopable wit!, 10roning plaro
o...... lopc~bl..
f ully pormO'Ned
~. 03'2
72. ~oa
,.,
""' £.67,239, 750
E\29,605,336
0 7,503,201
tw,260,500
£15,000 ,000
e::!A, JOO,OOO
5 1 7 (/~q
335
m
£/s~ 1'1'1
131
132
133
Av~n.idc 8LiDno.Airu
~Uo Mm•UIII 811ira~
Son MtHCOJ Ide)
~....w.c~...
AC.:.tvr!O
'"""""
Po<~~a....dm
5o!l'loogCI do Compa•l•k.
Son1CI;o d. CoMpOol~tlCI
ConJOiidaled Urbol'l Land
Con•olidCitfld Urbol'l Lo.,d
Noro Conso/idaled Urbon Land
flllly ~.. rmitted
Fully fW''mitt•d
Flllly~rmitlod
12,266
A,!l iO
10 ,107 ..
100
2"
01,99 1,899
v.aa6,n1
£5, '779,381
€ 13 , 752,786
£A.~ I. SDO
€1<1,275,984
€.4,500.000
&',000,000
£830,000
367 f./..q m
4W (/sq m
82 i.ltq ~
lro TM LAND « ,335,003,.46 1 €2_.5&4, 133,787
TOTAL PROPERTY PORTFOLIO METR.OVACESA SUELO Y PROMOCION S.A. €4.544,758 18'3 €2,664,295,942 €924,630,000
ri Thi• an.•t incl...d.. plo to Qf land with diff-~•rtt U&eo: 56,000 Buildobl• 1q m. of r.oider.tiol ll'"'• 109,088 b~ildabl• •q 111 ofcomm• rdo l w1n (officu and r.tail) o nd 18.500 b..,ildoDie • q m h~;~tol.
CBRE
1.6 APPENDIX 2 : SENSITIVITY ANALYSIS- GROSS DEVELOPMENT VALUE - RESIDENCIAL USE
MARKET VA LUE 100%
•
WORK IN PROGRESS 1 H 10'i.
30 th S• pt •mbo r 2017 - 1- S
C11 .. O.J .... 000 ( 108 ~ 1 3000 Cl 01 OSQ 000 €1 00,21 0,0 00 C83,622 ,9 92
RP~2 Mundo A;uilon "'Soria Barbara.. €9,513,000 €9,006,000 €8,600,000 €8,500,000 (8,397,000 €7,992,000 €7,.485,000
...--------
RP· 12 MurK:Io Agvilon "Santa Cri:tino,.. €12,358,000 €11,695,000 £11,165,000 € 11,00 0,0 00 (1 0,901,000 € 10,371 ,000 €9,709,000
Oropes:a €1,420,000 €1 ,355,000 €1,300,000 €1 ,290,000 €1,275,000 £ 1,220 ,000 £ 1,155,000
R.•:d. Son Cosme 11 £3,200,000 €2,900,000 €2,600,000 €2 ,500,0 00 €2,400,000 €2 ,200,000 €1,900,000
loao de Atroso.dro £5,890,000 ~,475,000 £5,140.000 €5,060,000 €4,975,000 €4 ,640,000 €4,225,000

>-
Rosales R•~id . €17,700,000 £16,500,000 €15,.50 0,000 € 1 5,200,000 . J _€15,000,000 €14,1 00,000 €12 ,900,000
-------
Gcttelondo €7 ,760,000 £7,000,000 €6,420,000 €6,2 8 0 ,00 0 €6 ,1 30,000 £5,550,000 €4,790,000
Cl CANDIDA PENA BELLO 2
CL Prado Erle:ina$
€880,000
---- ----
€6,050,000
€1140,000
€5,783,000
----
€808,000
€5,563,000
€ 800,000
€5,500 ,0 00
£792,000
€5,452,000
----
€760,000
€5,232,000
---~
€720,000
£4,95 7,000
10 AUA-09 AV. El MIRO N, PARCELA 8 £1,034,000 £834,000 €673,000 €630,00 0 €593,000 €432 ,000 €23 1,992
11 Sedor Unl papel logroflo €2 ,900 ,000 €2,660,000 € 2,470,000 €2,.42 0,00 0 €2,375,000 €2,180,000 €1 ,940,000
----
12 Salvador Puig Antich 1~1 €2,780,000 €2,420,000 €2,130,000 € 2,060,000 €1 ,990,000 €1,690,000 €1 ,330,000
-----
13 Ernelt llucl-l €6,330,000 €5 ,670,0 00 €5, 140,000 €5,010,000 £4,880,0 00 €4,350,00 0 €3,690,000
+
14 Santialilo RIJ:.inot €4,820, 000 €4,410,000 €4,080,000 €4,000,000 £3 ,910,000 £3,580,000 £3,170,000
15 Fupor Fire • Po~a 3-3 €2,690,000 €2 ,450,000 €2,260,000 €2,210,000 £ 1,970,000 €1 ,730,000
16 Avdo. Barcelona €5,390,000 €5,000,000 --l..-- €4,680,000 €4 ,6 00,0 00 ( 4,530,000

~>".oo_o__ €3,820,000
17 Gregorio M o.rcii6n €19,310,000 €18,395,000 €17 ,666,000 €1 7 ,50 0,0 00 €17 ,300,000 €16,570,000 £ 15,660,000
--- - ______,._
18 Cl Los Amopola< sin £3,222,000 €2,920,000 €2,675,000 €2,650,000 €2,555,000 €2,310,000 €2,010,000
-------
19 LAGALERA I €3,800,000 €3,400,000 £3,080,000 € 3,000,000 €2,920,000 €2,600,000 €2,200,000
CBRE
1-1 10%
As:~~ of (1 \J4 240 192 (063,327,026 C85 1,537 0 01 €824,420,000 C797 085 5"3 CcB58o"'o~· €55 1.246,571
I
20 Sedor URP-SP-1 7 "Cuotro Vi antes"Man:zano 1 £2,890,000 £2,386,000 £1,915,000
I ·€ 1 ,800,000
II
€ 1 ,716,000
r €1 ,383,000 €880,000
21 CORDOBA PP07. MANZANA 10

I €11 ,841 ,967
I €10,564,317 €9,542,196 £9 ,300,000
l
€9,030 ,998 I €8,009,5 17
I £6,728,165
22 SECTORSVT-1-SM ALMERIMAR
I €9,280,000 €7,875,000 I €6,745,000 €6,.450,000 £6,185,000
I €5,060,000 £3,650,000
---
23 MUNDO AGUILON. PULPi f,uelo + gol~
I €54,500,000
I €45,150,000 €37 ,670,0 00 €35,80 0,000 €33,926,000
I £26,435,000
1 € 171060,000
24 PLA-1 Y PLA-2 "PLAYA GRANADA'

I €1,261J,OOO
I €960,000
I
€715,000 €650 ,00 0 €595 ,0 00 ! €350,000
I €45,750
PARCELA CASARES.
I €2,540,000
I £2, 150,000 €1 ,785,000
i £ 1,750,000 €1,735,500 €1 ,370,000 €980,000
-
r-::-1
27
UE-E8, ATALAYA PARKSiN
LAGALERA II
I €11 '1 00,000
€6,400,000
i €9,525,000
€5,2 50,00 0
£7,910,000
€4,180,000
€8,000,000
€ 4,1 00,00 0
I
€7,718,000
€4,040,000
-'
€6,425,000 €4,875,000
£2,970,000 €1,825,000
28 PEI NADO GRANDE 0 £2 ,470,000 €2,000,000 €1,635,000 €1 ,550,0 00 € 1,450,000 €1,080,000 €615,0 00
29 TORR E DEL RIO- MALAGA €46,170,000 €41,580,000 €37,925,000 €3 7,0 00,000 €36 ,0 90,000 £32,450,000 €27,850,000
30 Colincs dal Limonar (M6Iaga) €5,515,000 €4,970,000 €4,475,000 €4,.400,000 €4 ,370,000 €3,875,000 €3,325,000
31 URP-VB-7 ARTOLA ALTA €7, 165,000 €6,315,000 €5,540,000 €5 ,5 00,000 £.5 ,4001000 €4,625,000 €3,780,000
32 UN IDAD DE EJECUC IN UES0-3 "CORTIJO BAJ O' £4,855,000 €4,280,000 €3,754,00 0 £3 ,700,000 €3 ,655 ,000 €3,130,000 £2,550,000
33 LA ALMACHADA. MIJAS €3,590,000 €3,200 ,000 €2,860,367 €2 ,8 00,000 £2,785,882 €2 ,440,000 £2,055,000
34 CALA DE MIJAS. MALAGA €3,610,000 €3,140,000 €2,768 ,000 €2 ,700,000 €2 ,580,000 €2 ,207 ,0 00 €1 ,740,000
35 SECTOR SUP-T-1 0. TORRE DEL MAR. VELEZ €3,030,14 7 £2,370,000 € 1,840,000

------
€1 ,650,000
II €1 ,576,000 € 1,04 7,000 €385,000
36 SUP-T-12. TORRE DEL MAR. VELEZ €1 ,870,000 €1,595,000 €1,375 ,000 € 1 ,300,000 € 1,265,000 €1 ,045 ,000 €77 0,000
I I I
37 LA CIZANA Torramolino:s €41,675,000 I €38,500,000 €35,620 ,000
I €35,250,000
I €34,882,000
I €32,000,000 £28 ,800,000
38 AVDA. DE LAMARINA9-1 1 €1,622,300 € 1,606,807 € 1,434,411

I €1,400,000
I €1,348,2 12
I € 1, 175,8 18 €960,325
39 PLAZA DEL CORAL. ALG ECIRAS €1 ,839,804 €1,598,886 €1,406,153

! €1 ,350,000
I €1 ,309,787
I €1,1171054 €876,137
40 S-C0-1 0 PUERTO SHERRY fCAD IZ) !Puerto Shorry +La Ckioc) €8,304 ,688 I €618101 194 €5,6 12,723 I €5 ,3 00,000 €5,013,999
I €3,816,544 €2 ,319,722
41 SUP-Ra, Parcelo D (Rotc -Cod iz) €3,312,603 €2,912,01 3 £2,591,079 €2 ,500,000 €2 ,430,495 £2,109,326 €1,70 7,80 7
42 ROTA UE 11.,o., PARCELAS C1-C2 €2,979,306 €2,511,367 €2,136,630 €2 ,000,000 € 1,948,983 €1 ,573,669 €1 ,1 04,575
43 SOTOGRANDE SUBSECTOR 38 €11,650,000 €1 0,285,000 €9,2 00,000 € 9,000 ,000 €8,650,000 €7 ,550,000 €6,175,000
44 CORDOBA PP07. MANZANA 4 €9,932,638 €8,656,412 €7,994 ,339 € 7,78 0,000 € 7,563 ,303 €6,701 ,22 1 €5,623,634
c:·e~E
.\PPENDfA - ~ IETP.OV/'.CESA, 5 ..0..
Asset €824,420 ,000 CSS \,2<6 ,5'1
45 CORDOBA PP06. PARQUE AZAHAAA €952,073 €812,274 €700,435 €675 ,000 €644,515 €532,475 €392,315
---- -----
46 AVDA. DE lAS OllERIAS,35 € 1,009,468 €891,139 €796,475 €775,000 € 749,143 €654,480 €536 ,1 50
47 Sector PP-05 'Camino Tunvriu•(o:;'. 6 porcela.s €14,887,705 € 13 ,439,189 €12,280,370 € 11 ,990,000 € 11,700,959 €10,542,1 35 €9,093,601
------ ----
48 UE-2 PERI.S-13 • MAESTRE ESCUELA' EL BRillANTE €8,562 ,646 €7,633,780 €6,890,687 €6 ,700,000 €6,519,140 €5,776,039 E4,M6,757
------
PP Sector0 3 Huerta de Sonia Isabel Est•. Part:•los 3.2, 3.8, 8.3 y
-t--
49 €11 ,425,354 El 0,074,438 €8,993,705 €8 ,7 25,000 €8,453 ,329 €7,370,969 €6,01 0,527
4,1.2
50 Avdo.ltolia €2,931 ,911 €2,587 ,336 €2,311,675 €2,250,000 €2,173,482 €1,898,183 €1 ,553,608
51 C/ DE LOS MARINEROS €4,885,279 €4,298,372 €3,828,175 €3,700,000 €3,592 ,904 €3,122,360 €2,534,1 18
52 PARCELA R1 3.2 VALMRAISO - SAN JUAN DE AZNALFARACHE €3,628,41 0 €3,141,670 €2,752 ,282 €2,6 50,000 €2,557,588 €2 ,167,709 € 1,679 ,769
--+-- -------
53 Entr•nUcleo~ BC3 y BC4 • Dos Herma nas: €1 1, 147,382 €8,855,550 € 7,009,807 €6,.550 ,0 00 €6,083,016 €4 ,219,378 € 1 ,836,431
54 PLAN PARCIAL PP 1/4 "Al8UFER€TA",AUCANTE €6,540,000 €5,7 15,000 €5,055,000 €4,900,000 €4,725.000 €4 ,065,000 €3,240,000
__,...._
55
56
57
PARCELAS URB SECTOR 6, F;...,strol
SECTOR PAU II. CASTELLET
PP 'Nou Nazareth'
€2,365,000
€ 1,495,000
€7,540,000
€1,915,000
€1,1 75,00 0
€6,360,000
- €1,550 ,000
€915,000
€5,415,000
€1,.460,000
€850 ,000
€5,180,000
€1 ,370,000
€78 7,000
€4,940,000
------
€1 ,000,000
€530,000
€3,990,000
€555,000
€210,000
€2,800,000
58 SOLAR AVVALENCIA95 ESQ C/RIO ESRO €1,800,000 € 1,450,000 €1,1 70,000 €1 ,1 00,000 €1,025,000 € 745 ,000 €390,000
----
---
59 SECTOR UER-1 7-CASTE LLON €2,615,000 €2,040,000 € 1,585,000 €1 ,.470,000 €1 ,355,000 €895 ,0 00 €320,0 00
-----
60 Avenido Enriqua Gimeno, 79 €6,685 ,000 €5,380,000 €4,335,000 €4, 0 70 ,00 0 €3,815,000 €2,765,000 €1,445,000
61 UE-1 VINIYAl· ALBORAYA €21,1 00,000 €19,240,000 €1 7,750,000 €17 ,400.000 €1 7.005,000 €1 5,515,000 €1 3,655,000
62 AR..J, ADSUBIA-REBALDI 3, Ji<VEA €1 , 185,000 €1,060,000 €960,000 E9 30,000 €91 0,000 €810,000 €685 ,000
~----- ~
-.-
63 SUELO,SECTORSP-1 -EL Pu;g €3,135,000 €2,640,000 €2,245,000 €2, 150,000 €2,045 ,000 €1,650,000 € 1,160,000
__._
64 SUELO CAMI SANTA ELVIRA-SP3Y4 / PLAYA B. Puig €1 ,1 60,000 €930,000 €750.000 €700.0 00 €660,000 €475,000 €250,000
------
65 Svelo en Patraix €4 7,750,000 €4,220,000 €3 ,770,000 €3,660,000 €3,550 ,000 €3,1 05,000 €2,550,000
-+-
66 CL VALLE DE AYOAA Y C L L'HORTA NO RD €965 ,000 €860,000 €775,000 €750,000 € 735,000 €650,000 €545,000
67 SUPT-4 BENIMACL€T € 16,755,000 €14,080,000 € 13,365,000 E13,200,000 € 13,005,000 €12,295,000 €11,400,000
68 AV. CONSTITUCI6N I C. BAEZA I C.AGUSTfN LARA· VALENCIA €4,300,000 €3,660,000 €3,1 45,000 €3,000,000 €2,890,000 €2,375,000 €1 ,735,000
69 CESAREO AllERTA. ZARAGOZA €3,250,000 €2,340,000 €1,610,000 € 1 ,430,000 €1,250,000 €520,000 €41 5,000
----
c ·BRE
AP PEI,IDIX - HETROV,".CES:\ SA. 28
MARKET VALUE 100%

30th Se tembc.r 2017
I
C1 1.14240102 (063 327,026 €824 ,420,000 C551 246.57 1
AVENIDA DE MADRID (Zaragoza) €5,050,000 €4,590,000 €4,140 ,000 €4,050,000 €3 ,240,000
71 AU-VLA POLIGONO 812 VAQUEROS LA ESTRECHA €2,310,000 €2,000,000 € 1 ,760,000 €1 , 700,000 €1 ,630,000 € 1 ,385,000 €1 ,075,000
72 Sader Unipopal Logrofao €4,280,000 €3,700,000 €3,230,000 €3, 120,000 €3,000,000 €2,535,000 € 1 ,955,000
73 'ESPARTALES NORTE' €4,240,000 £3, 785,000 €3,422,000 €3,300,0 00 €3,240,000 €2,878,000 €2,424 ,000
74 CERRO DEL CASTI LLO €4,873,000 €4,084,000 €3,454,000 €3 ,300,000 €3,139,000 €2,508,000 € 1 ,720,000
75 GETAFE LA ESTACION €1 0,390,000 €1 0 ,665,000 €11 ,015,000 €1 0,300,000 € 10,250,000 €9,970,000 €9,624,000
76 SANTIAGO CORDERO €5,784,000 €5,221 ,000 €4,772,000 €4 ,650,00 0 €4,547 ,000 €4,097,000 €3,534,000
APR 08.03 'Prolongac:i6r"l de la Co~ellana .*finca &n Ia co lie I::.!a de I

77 €433,000 €384,000 €344,000 €335 ,0 00 €324,0 00 €284,00 0 €235,000
Jamaica ng7, APR 08.03
----
78 Callo VALLICIERG0.4
-- ---
€2,458,000
I €2,631 ,000 €2 ,847,000
j €2,400 ,000
I €2,372.000 €2.200,000 €1 ,983,000
--<
I I T
+
79 Com plejo Me~na €44,900,000 €4. 1 ,.4401000 €38.664,000 €37 ,970,000 €37,277,000 €34,500,000 €31 ,000,000
I . .L --
80 Arpo (Po:ruelo de AlarcOn, Madrid) €35, 1 75,000
I €31 ,072,000 €27,800,000 €25 ,000,000 €24,0 00,0 00
I
€20,250,00 0 I € 1 5,250 ,00 0
81 MONTE LA VILLA- VILLAVICIOSA DE ODON

I €4,900,000
I €4,140,000 €3,520,000 €3 ,350,00 0 €3 ,2 10,000
I €2,600,000 € 1 ,800,000
82 ARROSADIA
I €11 ,500,000
I €1 0,360,000 €9,450,000
I € 9,220,000 €8,990,000
I €8,080,000 €6,950,000
I I
.I I
83 Solo de lezkoiru €21 ,850,000 €19,580,000 £1 7,760,000 €17 ,30 0,000 €16 ,850,000 € 15,030,000 € 12,760 ,000
I
I
-- - --
84 U.E. 21 PARQUE SERRALTA. BARAKALDO £ 13 ,130,000 €12,025 ,000 Ell, 135,000
I
€1 0,91 0 ,000
I € 10,690,000
I €9 ,800,000
I
€8,690,000
I
85 AVDA SAN AGUSTIN, S/N €3,544,663 €3,1 09,323 £2,7 61,04 9 €2 ,6 7 5,000 €2,586 ,914 €2,238,643 €1,802,511
86 PLAZA DE LA MARY CALLE LA PRATJA 6 €6,099,721 €5,443,074 €4,917,755 €4,7 85,000 €4,655,096 €4 ,129,778 €3,473, 128
87 CALLEL SA PUNTA DEs· EMBARCADOR €2,523,495 €2,249,796 €2 ,030 ,837 €1 ,975,000 € 1 ,921 ,357 €1,702 ,398 € 1 ,428,698
88 PORTMANY 4.20 N/A N/A N/ A € 1 ,330,00 0 N/A N/ A N/A
€85,994,224
89 SECTOR LEVANTE.NEINVER. PAUMA DE MALLORCA €91 ,947,945 €81 ,231,246
I €8 0,000,000 € 78,849,494
J €7 4,086,035 €68,131,69
II -
90 LORD NELSON URB.CALA LLONGA PARC.l 076.2 €2,895,687 €2,332,865 €1 ,882,605 €1 ,770,0 00 € 1 ,657,477 €1 ,20 7,220 €643 ,146
--- - - - -- -
91 SECTOR 8AREU-l'ARASO €11 ,670,000
I €10,530 ,000 €9,620,000
I € 9,390,000
I
€9 ,160,0 00 €8,230,000
i
€7,070,000
92
I
AD20. BARBERA DEL VALLES €8,900,000
! €7,780,000 €6,880,000
I €6 ,660,000
I €6 ,430,000 €5,530,000 €4,390,000
I 93
I CL NAVAS DE TOLOSA 308-309 €3,08 0,000
J
I
€2,800,000 €2,580,000
!
I
€2,530,000
I €2,470,000
I €2,250,000 € 1,980,000
94 C! DOCTOR 8ARRAQUER
I
€2,020,000
I
€1,850,000 I € 1,720,000 €1 ,68 0,000
I
€ 1,650,000
I € 1,520,000
i €1 ,350.000
-
CBRE
\PPE NDI\ - ,'\ETROV.O.CESA S.A.
-
MARKET VALUE 1 00~,
30 th Se tern be r 2 017 ·
As sot (Qo3 32 .. C? o (851 53" 00 €82 4 .420.0 00 co· oes s·3
95 PAPELERA· SEDA €74,01 0,000 €61 ,870,000 €52 ,130,000 €49 ,695, 000 €47,250,000 €37,470,000 €25 .1 20,000
96
----
PAU II C O~ CORDIA- ll lA 1 Ul I IIllA 1 U1, U2, U2 €1 0,400,00 0 €8,68 0,000
---- €7,290 ,000 €6 ,945 ,000 €6,600,000 €5,210 ,000 €3,460,000
97 P.E.8- AI.COHOLERA - MIINRESA €4,230,000 €3,650,000 €1,390,000 €3,070 ,000 €2,950,000 €2,480,000 € 1 ,890,000
98 LAS CAI.DEROTAS I I SECTOR LA SI~IA €3,31 0,000 €2,240,000 € 1,390,000 €1,1 70 ,00 0 €960,000 €1 00,000 (0 1Rounded Val ue
----
99 CAN FABREGAS PAU 11 I I BERENGUER Ill/ RI ERA I O RIENT €4,590,000 €3,620,000 €21850,000 €2 , 650 ,0 00 €2,460,000 € 1 ,670,000 €680,000
TE1UAN I LEPANT I BRUC I GIRONA I I T1NTORE
--
100 €6,540,000 €5,710,000 €5,050.000 €4,890,000 €4,720,000 €4,060,000 €3,220,000
101 CAN GAMBUS €6,700,000 €5,830,000 €5,130,000 € 4,9 60,000 €4,780,000 €4,080,000 €3,200,000
102 SA~T ADRIA DE BESOS €74,520 ,000 € 65,52 0,000 €58,290,000 €56,49 0,0 00 € 54,680,000 €47,430,000 €38,330,000
AVDAWNUEL FERNANDEZ MARQUEZ 13-17-19-23, PARCELAS 11

103 €11 ,090,000 €9,690,000 €8,570,000 €8,290 ,00 0 €8,010,000 €6,890,000 €5,490,000
12
104 SECTOR RAT PENAT €6,210,000 €5,600,000 €5,110.000 €4,990,000 €4,870,000 €4,380,000 €3,770,000
105 PEDRAFORCA. TERRASSA €8,320,000 €6,9 90,0 00 €5,920,000 €5,650,000

.-- €5,380,000 €4,310,000 €2,970,000
106 MANRESA. TERRASSA €490,000 €400,000 €330 ,000 €310 ,000 €290,000 €220,000 € 130,000
---- - - - -- -- --------
107 MARCONI /1 26 / RAMON llUll 170 €4,160,000 €3,560,000 €3,070,000 €2 ,950,000 €2,830,000 €2,340,000 € 1,730,000
108 DOCTOR PEARSON €3,730,000 €3,1 90,000 €2,750,000 €2 ,650,000 €2,540,000 €2,100,000 €1 ,560,000
i--
109 CALLE TARRAGONA, 107 €2,290,000 €1 ,960 ,000 € 1,690,000 €1 ,620 , 000 €1 ,550,000 €1 ,280,000 €940,000
I FUPAR FlRA - FINCA 2/ I PUIG I MATAS, PLA<;A DE LA
110 €5,880,000 €5,100,000 !:4,480,000 €4,3 30 , 000 €4 ,170,000 €3,550,000 €2,760,000
COOPERATIVA
111 BILBAO /1 -3-5 I GUIPUSCOA 16/ GUIPUZCOA E900,000 €700,000 €550.000 E510,000 €470,000 €310.000 €120,000
112 SECTOR LLEVANT. VILADECANS. €4,550,000 €3,880,000 €3 ,330,0 00 €3,200 ,000 €3,060,000 €2,520,000 € 1,840,000
------
113 RUTLLA/ 87 I € 790,000 €710,000 €640,000 € 62 0,000 €600,000 €530,000 €440,000
11 4 MANUEl CARRASCO.LLEIDA €1,630,000 €1,300,000 €1 ,030.000 € 9 60,000 €890.000 €620,000 €280,000
SANT PAUll DE ~OLA/35-37 I Eo;ioye<S.:.mi Company: 35-37-

115 £2,780,000 €2,310,000 €1,940 ,000 € 1 ,850,000 € 1,750,000 €1 ,380,000 €910,000
39, SUR 5
----- ----- --1- ------- -
116 LA tLOTJA €5,990,000 € 4,390,000 €3,110,000 €2 ,780,0 00 €2 ,460,000 € 1,170,000 €480,000
117
11 8
C! tLUI5 MESTRES i CAPDEVIIA • - Pa•c. 9 Isla D.
C/JOANMIRO
€3,770,000
€2,010,000
€3,4 10,000
€1,830,000 - €3,120,000
€ 1,680,000
€3,05 0,00 0
€ 1 ,6~0,000
E2,970,000
€1 ,600,000
€2 ,680,000
- -- - -
€1 ,460,000
€2.320.000
€1,270,000
11 9 POL[GONO 9 CO RRALE.O LA Olivo € 18,728,000 €16,1 68,000 € 14,120,000 €13 ,60 0, 000 € 13, 100,000 € 11.050,000 €8 ,484,0 00
c ·eR-E
U.A 24.1 y UA 24.2 'l.AS TORRES' ·l.AS PAlMA$ DE GRAN
120 €17,700,000 €15,050,000 € 12,930,000 €12,375,000 € 11 ,870,000 €9,753,000 €7,105,000
CANARIA
121 CJ URUGUAY, 31-33, C/LOS MARTiNEZ DE ESCOBAR, 22 €840,000 €740,000 € 662,000 €640, 000 €622 ,000 €540,000 €443,000
122 CARRETERA DE CHILE, 37-39-40 €1,277,000 € 1,090,000 €93 7,000 €900,000 €860,000 €710,000 €520,000
123 C/ A!f.lra:z: Provis:ional, s/n Pcrcela 54 A €864,000 €7 68,000 €690 ,000 €670,000 €650,000 €575,000 €480 ,000
124 UA·1 CALETA DE FAMARA €4,063,000 €3,500,000 €3,033,000 € 2,900,000 €2,800,000 €2,350,000 € 1,77 3,000
125 CALETA MARiA LU ISA, ABADES €7,000,000 €5,700,000 €4, 657,000 €4,4 00, 000 €4,130 ,000 €3,075,000 €1,760,000
126 AVDA EL PAlM MAR 70, PARCELA 15-2-Arona €4,060,000 €3,540,000 €3 ,120,000 €3 ,000,000 €2,910,000 €2,500,000 € 1,973,000
127 PARQU E DE LA REINA, P.P. ELC HO II €19,400,000 € 14,500,000 €1 0 ,600,0 00 €9 ,600,0 00 €8,652,000 €4,750,000 € 170,000
I
--t
128 LAGAITEIRA €6,665,000
I € 6,008,000
!
€5,481,000
I
€5,350 ,000 €5,2 1 8,000 €4,692,000
! €4 ,034,000
---
12 9 PLAN ESPECIAL DE LABANOU (PERCE BEIRAS) €21,000,000
I €18,665,000 € 16,796,000
I €15,000,000 €15,B62 ,000
I €14,000 ,000 €1 1,657,000
130 SAN PEDRO DEVISMA·SPV-2 · A CORU NA €33,7 42,000

I €29 ,000,000 €25,258,000 €2 4,300,000 €23,370,000 € 19,600,000 € 14 ,900,0 00
-
I
131 AVENIDA BUE NOS AIRES
I €4,112 ,000
I €3,949,000 €3,818,000 €4,500 ,000 €3,753,000 €3,622,000 €3,456,000
132 RUA MANUEL BE1RAS

I €2,030,000
I €2,013,000 €2,002,000 €2 ,000,00 0 €1 ,995,000 €1 ,98 0,000
I € 1 ,962 ,000
--1
133 SAN MARCOS !DE)

I €2,241,000
I € 1,540,000 €978 ,000 I €830,000 €698,000
I € 136,000 €591,000
CBRE
APPEI'-IDIX - METROVAC ESA, SA 31
1.7 APPENDIX 3: SENSITIVITY ANALYSIS- IRR
MARKET VALUE 100%

30th September 2017
'
Asset f90,'l00,tl(l(l €1 00,210,000 ( 107,861,000
RP·2 Mundo ~uilon "'San1o Barbara• €8,398,000 €8,500,000 €8,603,000
r 2 RP.12 Mundo Aguilon "Santo Cris1ina'" €10,902,000 €1 1 ,000,000 €11,169,000
3 Orope.sa €1,275,000 €1,290,000 €1,300,000
Re scf. San Cosme II €2,400,000 €2,500,000 €2,600,000
5 logo de Arrosadla €4,990,000 €5,060,000 €5,130,000
6 Rosales Re:sid.
I € 14,600,000 €15,200,000 €15,700,000
Gozlelondo
I €6,125,000 €6,280,000 €6,430,000
8 Cl CANDIDA PENA BELLO 2 I €790,000 €800,000 €810,000
9 Cl Prado Encinas €5,400,000 €5,500, 000 €5,600,000
10 AUA.09 AV. El MIRON, PARCEIA B €600,000 €630,000 €665,000
l
11 Sedor Unipopellogrof'lO €2,350,000 €2,420, 000 €2,500,000
12 Salvador Puig Antich 1-41 €2,260,000 €2,060,000 €2,400,000
13 Ernest lluch €4,800,000 €5, 0 10,000 €5,230,000
14 Sonllogo RusiOOI €3,860,000 €4,000,000 €4,140,000
15 Fupor Fire . Porcelo 3.3 €2,120,000 €2,210,000 €2,300,000
16 Avda. Barcelona €4,.490,000 €4,600,000 €4,720,000
17 Gregorio MoroOOn €17,300,000 €17 ,500,000 €17,650,000
18 C/ Los Amopolas s/n €2,660,000 €2, 650,000 €2,800,000
19 IAGALERAI €2,880,000 €3,000,000 €3,120,000
CBRE
APPEI\IDIX - METROVACESA, S.A. 32
MARKET VALUE 1 00~

(+ ) 1% (-) I%
30th So tombor 201 7
(768,744,15/ €824,420,000 €884,929,074
Sedor URP.SP. 17 "Cvot ro Vientos- Manzo no 1 € 1,796,000 €1 ,800,000 € 1,962,000

-----·---~
21 COROOBAPP07. MANZANA 10 €0,874,555 € 9,300,000 €9,71 7,999
22 SECTO RSUT-1-SM AlMERIMAR €6,200,000 €6 ,450,000

------ --· ----
23 MUNDO AGUILON . PULPI (suolo + goiQ €33,100,000 €35,800,000
- - - - - - · - · - - - --- -- ------1-----·-----------
24 PLA·l Y PLA·2 'PLAYAGRANADA" €550,000 €650,000 €773,000
- - - - - - - - - - -·- ·-- -----·------ ---------·1------ ----
25 PARCELA CASARES. €1,696,500 €1 ,750,000 €1,826,000
!---1--· - - - - -----·---- - ·-1-·-------~ - - - - - - - ----·---1
26 UE.E8, ATALAYA PARK SIN €7 ,543,000 €8,000,000 €8,434,500
27 LA GALERA II €3,875,000 €4,100 ,000 €4,365,000
----·------·-- --·-------
28 PEINADO GRANDE 0 € 1,456,000 €1,550,000 €1,635,000
- - - -- - - · - - · - - - - · - - - - · - - - - -- - - - ! - - - - - -· - - -
29 TORRE DEL RIO • MALAGA €35,150,000 €37 , 000,000 €39,000,000
30 Co li nos dell imonar (M6Iag o) €4,276,400 €4 ,400,000 €4,576, 131
31 URP.VB-7 ARTOLA ALTA €5,323,000 €5,500,000 €5,649,646

------------
32 UNlOAD DE EJECUCIN UE S0 -3 'CORTIJO 8AJO' €3 ,555,000 €3,700,000 €3,860,000
---- i - - - - - - - - -
33 LAALMACHADA. MIJAS €2,733,932 €2,800,000 €2,915,892
- - - - - - - --·------
34 CALA DE MIJAS. MALAGA €2,588,000 €2 ,700,00 0 €2,765,000
- - - - - - - --- ----:-·---.. -· -
35 SECTOR SUP-T -10. TORRE DEL MAR. VELEZ €1,600,000 €1,650, 000 €1,815,000
------1- ----------------1-
36 SUP-T- 12. TORRE DEL MAR. VELEZ € 1,275,000 €1,300,000 €1,367,000
37 LA CIZANA Tonemolinos €34,040,000 €35,250,000 €36,515,000
AVDA. DE LA MARINA 9-1 I € 1,345,991 €1,400,000 €1,439,173

- - - - - - - - f - -..-
PLAZA DEL CO RAL. ALGECIRAS € 1,308,807 € 1,350,000
- - - - - - ----1--------- - -
40 S-C0-10 PUERTO SHERRY (CADIZ) (Puer1o Sherry+ Lo Chino) €3,665,965 €5 , 300,000 €7, 195,323
41 SUP-R8, Parcolo 0 (Roto -C6diz) €2,418,7 49 €2,500,000 €2,606,371

-·-------
42 ROTA UE 11 ·A. PARCELAS C1 -C2 € 1,932,366 €2,000,000 €2,158,458
- ---------------- ·------
43 SOTOGRANOE SUSS ECTOR 38 €8 ,590,000 €9,000,000 €9,250,00 0
44 COROOilA PP07. MANZANA 4 €7.424,3 17 € 7,780,000 €8,149,793

L---.1.......---------·-- -------- ------- - - - - ' - - - - -
CBRE
APPEI\JDIX - METROVACESA, S.A. 33
MARKET VAlUE 100%

(+) 1% (-)I'X.
30th So tombor 2017
Anal C76t!,f.t•l , 157 €824,420,000 (084,9?9,07~
CORDOBA PP06. PARQ UE AZM-IAAA €646,194 €675,000 €69 9,572
46 AVOA DE lAS OllERIAS,35 €742,901 €775,000 €804,206
47 Sedot PP~05 "Camino Turruhuelos•. 6 part:olos €1 1, 143,843 €11 ,990,000 €12,912,546
48 UE-2 PERI.B-13 •MAESTRE ESCUELA' El BRillANTE €6,427,356 €6,700,000 €6,998,588
49 PP Sector 03 Huerta do Sonia l•abel E~ e. Parcel as 3.2, 3.8, 8.3 y 4.1.2 €8,3 12,445 418,725,00 0 €9,1 60,7 17
50 Avdo.llali o €2,165,000 €2 , 250,000 €2,323,14 1
51 C/ DE LOS MARIN EROS €3,570,850 €3, 700,000 €3,856,862
52 PARCELA R13.2 VAl PARAISO- SAN JUAN DE AZNALFAAACHE €2,533,329 €2,650 ,000 €2,788,430
53 EntrenUdeos BC3 y 8C.4 - Dos: Hermanos €5,884,298 €6,550 ,000 €7,262,643
54 PLAN PARCIAL PP 1/4 "ALBUFERETA', Al.ICANTE €4.5 00,00 0 €4,900,000

I €5,310,000
55
56
PARCEIAS URB SECTOR 6, F;nesttal
SECTO R PAU II. CASTEl lET

€1,360,000
€680,000
€1,.460,000
€850,000
l € 1,560,000
€1,035,000
57 PP -Nou Naza reth• €4,770,000 €5 , 180,000 €5,6 10,000
58 SOLAR AV VALENCIA 95 ESQ C/ RIO EBRO €1,01 5,000 €1 , 100, 000 €1,185,000
59 SECTOR UER-17 -CASTElLON €1 ,330,000 €1,.470, 000 €1,620,000

1
60 Ave.nida Etvlque Gi meno, 79 €3,670,000 €4,070, 0 0 0 € 4,5 15,000
61 UE-1 VINIVAJ.. Al.BORAYA €15,790,000 €1 7,.400,000 €19,125,000
I
62 AR-3, ADSUBIA-REBAI.D1 3, JAVEA €895,000 €930,000 €980,000
63 SUELO,SECTORSP- 1-EL Pu;g €1,945,000 €2,150,000 €2,3 65,000
64 SUELO CAMI SANTA ELVIRA - SP3Y4/ PLAYA 6. Pt>g €665,000 €7 00, 0 00 €745,0 00
65 Suelo en Potrailc €3,495,0 00 €3 ,660,000 €3,840,000
66 CL VAlLE DE AYORA Y CL L'HORTA NORD €720,000 €75 0 ,000 €790,0 00
67 SUP T-4 BENIMACl ET € 11,915,000

f E1 3, 200,000 €14,590,000
I
68 AV. CONSTITUCION I C. BAEZA/ c. AGUSTIN LARA . VALENCIA €2,8 35,000 E3,000,0 0 0 €3,21 5,000
69 CESAREO Al. IERTA ZARAGOZA €1,225,000 €1,.43 0, 000 € 1,655,000
CBRE
APPENDIX - METROVACESA, SA 34
MARKET VALUE 100%

(-)I 'X.
30th So lembor 2017
Asset £884,929,074
70 AVENI D.O. DE MADRID (la ragow) €3,990,0 00 €4 , 140,000 €4,300,000
71 AU-VLA POUGONO 812 VAQUEROS LA ESTRECHA €1,515,000 €1,700,0 00 €1,890,000
72 ScdorUnipapellogrol\o €2,940,000 €3, 120,000 €3,300,000
73 "ESPARTAlES NO RTE" €3,234,000 €3,300,000 €3,430,000
74 CERRO DEL CASTILLO €3,128,000 €3,300,000 €3,474,000
75 GET.ArE LA ESTACtON €9,5 17,000 €10,300,000 €11 , 190,000
76 SANTIAGO CORDERO €4,475,000 €4,650,000 €4,852,000
77
I
APR 08.03 "Prolongoci6n delo Costellono.'Finca en Ia callo Isla do Jamaica n•7,
AP R08.03
€308,000 €335,000 €361,000
78 Ca ll e VALLICIERG0,4 €2,330,000 €2,400,000 €2,472,000
79 Compleio Mesena €36,768,000 €37,970,000 €3 9,233,000
80 ATpo {Potuelo de Alarc6n, Madrid) €23, 100,000 €25,000,000 €27,000,000
81 MONTE LA VILLA· VlllAVICIOSA DE ODON €3,1 80,000 €3,35 0,000 €3,562,000
82
83
ARROSADIA
So1o de lezkairu
1 €8,860,000
€16,640,000
€9,220,000
€17,300,000
€9,600,000
€1 8,000,000
84 U.E. 21 PARQUE SERRALTA.IIARAKAlDO € 10,160,000 €10,910,000 €11,720,000
85 AVDA SAN AGUSTfN, S/N €2,572,538 €2,675,000 €2 ,780,335
86 PLAZA DE LA MARY CAllE LA PRATJA 6 €4,657,788 £4,785,000 €4,918,377
87 CAlLEL SA PUNTA DE S. EM8ARC.O.DOR €1,936,499 €1,975,000 €2,015,78 3
88 PORTMANY 4.20 N/A €1,330,000 N/A
89 SECTOR LEVANTE. PALMA DE MAllORCA €74,428,000 €80,000 ,000 €86, I 03,000
90 LORD NElSON URB.CALA LLONGA PARC. I 076.2 € 1,681,53 4 €1,770,000 €1,863,52 1
91 SECTOR 8AREU-PARAISO €8,340,000 €9,390,00 0 € 10,500,000
92 AD20. 8ARBERA DEL VALLES €6,170,000 £6,660,000 €7,170,000
93 CL NAVAS DE TOLOSA 308 -309 €2,450,000 €2,530,000 €2,610,000
94 C/ DOCTOR llARRAQUER €1,640,000 €1,680,000 €1,730,000
CBRE
APPEND IX - METROVACESA, S.A. 35
MARKET VALUE 100%

1·)1'X.
30th So !ember 2017
Anet €824,420,000 (88~. 91 9,07·1
PAP HERA- SEDA €4 2,860,000 €.49,695 ,000 €57,150,000
96 PAU UCONCOIUJIA - ILLA 1 U1 / / ILLA 1 U1,U2,U2 €6,390,000 €6,945,000 €7,540,000
97
98
P.E.8 - ALCO HOLERA. MANRESA
LAS CALDEROTAS I I SECTOR LA SIN lA

€'.!,780,000
€680,000
t €3,070,00 0
€1,170,000
€3,370,000
€1,720,000
99 CAN FABREGAS PAU 11 I I BERENGUER Ill / RIERA I ORIENT €2,240,000 €2,650,000 €3,090,000
100 TETUAN I LEPANT 1 8RUC I GIRONA I I TINTORE €4,490,000 €.4,890 ,000 €5,320,000
101 CANGAMBUS €4,610,000 €.4,960,000

I €5,330,000
102 SANT ADRIA DE 8ESOS €5 1,950,000 €56,.490,000 €61 ,390,000

-----
103 AVDA MANUEL FERNANDEZ MARQUEZ 13-17-19-23, PARCELAS 11 12 €7,940,000 €8,290,000
r €8,650,000
104 SECTOR RAT PENAT €4,680,000 €.4,990,000 €5,330,00 0
10 5 PEDRAFO RCA TERRASSA €5,150,000 €5,650,000 €6,190,000

----
106 MANRESA TERRASSA €300,000 €310,000 €330,000
107 MARCONI I I26 / RAMON LLULL 170 €2 ,760,000 €2,950,000 €3 ,150,000
108 DOCTOR PEARSON €2,470,000 €2,650,000 €2 ,840,000
109 CALLE TARRAGONA, 10 7 €1,510,000 €1,620,000 €1 ,73 0,000
110 FUPAR FIRA . FINCA 21 I PUIG I MATAS, PLA<;A DE LA COOPE RATlVA €3,990,000 €4,330,000 €4,690,000
1 11 BILBAO /1 -3 -51 GUIPUSCOA 161 GUIPUZCOA €460,000 €510,000 €560,000
11 2 SECTOR LLEVANT. VILADECANS. €2,7 90,000 €3,200,000

I €3,640,000
113 RUTLLA/87 I €590,000 €620,000

l €640,000
114
11 5
MANUEL CARRASCO . LLEIDA
SANT PAULl DE NOLA / 35-37 I Enginyer San~ Componys 35-37-39, SUR 5

€860,000
€1,680,000
€960,000
€1 ,850,000
l € 1,0 70,000
€2,0 30,000
----
116 LALLOTJA €2,350,000 €2,780,000 €3,250,000
11 7 Cl LlUIS MESTRES i CAPDEVILA 4 • Parc. 9 Isla D. €2,940,000 €3,050,000 €3,160,000

r
11 8 C/JOANMIR6 €1 ,590,000
l €1 ,640,000
I €1 ,690,000
11 9 POLIGONO 9 CO RRALEJO LA Oliva €12,766,000

l €13,600,000
l €14,500,000
CBRE
APPENDIX - METROVACESA, S.A. 36
MARKET VALUE 100%

(+) 1')(, (-)1%
30th So lombor 201 7
Aaut (768,144, 157 €824 ,420,000 €884,929,074
U.A 24. 1. y UA24.2 'lAS TORRES" -lAS PAI.MAS DE GRAN CANARIA €1 1,883,000 €12,375,000
1 € 12,9 16,000
121 C/ URUGUAY, 3 1-33, C/ lOS MARTINEZ DE ESCOBAR, 22 €620,000 € 640,000 €664,000
122 CARRETERA DE CHILE, 37-39-40 €860,0 00 €900,000 €939,000
123 C/ Alhitez Provisional, s/n Parce la 54 A €650,000 €670,000 €690,000
124 UA-1 CAlETA DE FAMARA €2 ,776,000 €2,90 0,000 €3,070,000
125 CALETA MARIA LUISA, AI!ADES €4,200,000

I €4,400,000 €4 ,600,000
126 AVDA El PAlM MAR 70, PARCELA 15 -2 -Arono €2 ,920,000
t €3,000,000 €3,120,000
!
127 PARQUE DE LA REINA, P.P. El CHO II €9,200,000 €9,600,000 € 10,070,000
128 lAGAJTEl RA €5,185,000 €5,350 ,000 €5,550,000
12 9 PlAN ESPECIAl DE l.AOIINOU (PERCEBEI RAS) €15,356,000 € 15, 000,000 €17,300,000
130
I SAN PEDRO DE VISMA - SPV-2 -A CORUNA €22,651 ,000 €24,300,000 €26, 100,000
131
I AVENIDA BUENOS AIRES
I
€4,256,000 €4,500,000 €4,662,000
I
132 RUA MANUEl BEIRAS €1,926,000 €2,000, 000 €2,070,000
133
1 SAN MARCOS (DE) €759,000 €8 3 0,00 0 €901,000
CBRE
ANNEX II – SAVILLS VALUATION REPORTS
A-2
METROVACESA, S.A. September 2017
savills.es
savills
Short Report savills
Index
1. Instructions and Terms of Reference ...... ... ......... ... .......... .. . .................... .. ......... .. . .. . .. ... ............................. 4
2. Valuation Advice ... .. ... ... ... ....... ..... .. ........... . .. . .. . .. . .. . ... ... ......... ... ............ .. . .. . .. . ... ... .. . .... ........... ................. .8
3. General Assumptions, Conditions to Valuations, Special Assumptions ........ ... ... ......................... ....... ............. 13

2017, December 121h
Savills Consultores
lnmoblllarlos S.A.
METROVACESA, S.A. Jose Abascal 45- 18 Planta
Parque Metrovacesa Via Norte 28003 Madrid
Quitanavides, 13 Tel:+ 34 (91) 310.10.16

Madrid, 28050 Fax:+ 34 (91) 310.10.24
& www.savills.es
1) Banco Bilbao Vizcaya Argentaria, S.A.
2) Banco Santander, S.A.
3) Deutsche Bank AG, London Branch
4) Morgan Stanley & Co. International pic
5) Goldman Sachs International
6) Societe Generale Sucursal en Espana (tbc]
7) CaixaBank, S.A.
8) Norbolsa Sociedad de Valores, S.A
9) Fidentiis Equities Sociedad de Valores, S.A.
Together "the Addressees"
For the attention of: Mr. Jorge Perez de Leza
CLIENT: METROVACESA, S.A.

PROPERTY: Property Portfolio comprised of Residential Development Land Assets, located in several locations across
Spain.
Dear Mr. Perez de Leza,
In accordance with the terms and conditions contained in our proposal letter dated October 2017, we are pleased to provide you
with a market update valuation in relation to the above named properties. We understand you require this valuation for Accounting
Purposes and it will be disclosed to prospective investors as part of an Initial Public Offering (I PO) of METROVACESA S.A. The
date of valuation is the 30th September 2017.
We draw your attention to our accompanying Report together with the General Assumptions and Conditions upon which our
Valuation has been prepared, details of which are provided at the rear of our report.
We trust that our report meets your requirements, but should you have any queries, please do not hesitate to contact us.
METROVACESA, S.A. September 2017 2

Yours faithfully,
For and on behalf of Savills Gonsultores lnmobiliarios S.A.
Jesus D. Mateo MRIGS Eduardo Martins Pimenta MRIGS

RIGS Registered Valuer RIGS Registered Valuer
Director Advisory & Valuation Associate Director Advisory & Valuation
Savills Gonsultores lnmobiliarios S.A. Savills Gonsultores lnmobiliarios S.A.
Sandra Lopez MRIGS

Associate Advisory & Valuation
Savills Gonsultores lnmobiliarios S.A.


1.0 Instructions & Terms of Reference
In accordance with our Terms of Engagement signed November 2017, we have valued the Properties listed at Section 2, in order
to provide you with our opinion of their Market Value, as at 301h September 2017.
1.1.1. Instructions
You have instructed us to provide our opinions of value on the following bases:
• We are not aware of any conflict of interest, either with the Properties, or with the client, preventing us from providing
you with an independent valuation of the Properties in accordance with the Red Book.
• We will be acting as External Valuers, as defined in the Red Book.
We have no material connection either with the client or with the Properties.
• We confirm that we will not benefit (other than from the receipt of the valuation fee) from this valuation instruction.
• We confirm that Savills Consultores lnmobiliarios SA carry sufficient Professional Indemnity Insurance for possible
claims, according to the Terms of Engagement Letter.
• We have a Complaints Handling Procedure.
• That we have the knowledge, skills and ability to act on your behalf in respect of this instruction.
• And, that all information provided in respect of this instruction will be kept confidential and will not be disclosed to any
un-authorised third party.
You have also instructed us to comment on specific issues concerning the properties.
Our valuations are prepared on an individual basis and the portfolio valuations reported are the aggregate of the individual Market
Values, as appropriate. Our opinions of value are as at 301h September 2017.
The valuations have been carried out by qualified MRICS Registered Valuers, with the knowledge, skills and ability required to perform
this valuation report competently.
We confirm that our valuations will all be reported in Euros.
1.1.2 . Basis of Valuation
The valuation has been prepared in accordance with Royal Institution of Chartered Surveyors '("RICS") Valuation - Global
Standards 2017 incorporating the IVSC International Valuation Standards issued June 2017 and effective from 1 July 2017. In
particular in accordance with the requirement of VPS 3 entitled Valuations reports.
METROVACESA, SA September 2017 5

Red Book Valuation Standard VS 3.2 relates to the basis of value, and, in accordance therewith, you have instructed us to value
the property on the basis of Market Value, the definition is defined as follows:
"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing
seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgably, prudently and
without compulsion. n
Our report and valuations in accordance with these requirements are set out below.
1 .1.3. General Assumptions and Conditions
All our valuations have been carried out on the basis of the General Assumptions and Conditions set out in the relevant section
towards the rear of this report.
1.1.4. Date of Valuation
Our opinions of value are as at 30th September 2017. The importance of the date of valuation must be stressed as property
values can change over a relatively short period.
1.1 .5. Purpose of Valuation
The Valuation is required for Accounting Purposes. We expressly authorise that the valuation report in its short form along with
any data coming from the long form valuation report is incorporated as part of the prospectus to be filed with the Spanish Securities
Market Commission {Comisi6n Nacional del Mercado de Valores) in the context of the preparation for an Initial Public Offering of
Metrovacesa, S.A. as well as in any offering circular and material relating to the proposed initial public offering of Metrovacesa,
S.A. for qualified investors {including, for example, any qualified investor, analyst or roadshow presentations for professional
parties involved). Under no circumstances has the Addressee been authorised by Savills to include the report or data extracted
from the report in advertisements directed to the public or in mass media.
It is important that the Report is not used out of context or for the purposes for which it was not intended. We shall have no
responsibility or liability to any party in the event that the Report is used outside of the purposes for which it was intended, or
outside of the restrictions on its use.
1.1.6. Conflicts of Interest
We are not aware of any confiict of interest, either with yourselves or with the Properties, preventing us from providing independent
valuation advice, and therefore we are pleased to accept your instructions. We will be acting as External Valuers, as defined in
the Red Book.

1.1.7. Valuer Details and Inspection
The due diligence enquiries referred to below was undertaken by valuers of the Advisory & Valuation Department. The valuations
have also been reviewed by Jesus Mateo MRICS.
The properties have been inspected by valuers of the Advisory & Valuation Department. The inspections have been carried out
externally and internally, but limited to those areas that were easily accessible or visible.
All those above with MRICS or FRICS qualifications are also RICS Registered Valuers. Furthermore, in accordance with VS
6.1(r), we confirm that the aforementioned individuals have the knowledge, skill and understanding to undertake the valuation
competently.
1.1 .8. Liability Cap
Our liability to any one or more or all of the Addressees or any other party who otherwise becomes entitled to rely upon the Report
under or in connection with this Valuation, shall be limited to the amount specified in the Terms of Engagement Letter signed
between Savills Consultores lnmobiliarios S.A. and Metrovacesa, S.A..
1.1.9. RIGS Compliance
This report has been prepared in accordance with Royal Institution of Chartered Surveyors'("RICS") Valuation- Global Standards
2017 incorporating the IVSC International Valuation Standards issued June 2017 and effective from 1 July 2017, in particular in
accordance with the requirements of VPS 3 entitled Valuation reports and VPGA 2 Valuations secured lending, as appropriate.
Our report in accordance with those requirements is set out below.
1.1.10. Verification
This report contains many assumptions, some of a general and some of a specific nature. Our valuations are based upon certain
information supplied to us by others. Some information we consider material may not have been provided to us. All of these
matters are referred to in the relevant sections of this report.
We recommend that the Client satisfies itself on all these points, either by verification of individual points or by judgement of the
relevance of each particular point in the context of the purpose of our valuations . Our valuations should not be relied upon pending
this verification process.
1.1.11 . Confidentiality and Responsibility
Finally, in accordance with the recommendations of the RICS, we would state that this report is provided solely for the purpose
stated above. It is confidential to and for the use only of the parties to whom it is addressed only, who can rely on it, and no
responsibility is accepted to any third party for the whole or any part of its contents. Any such third parties rely upon this report at
their own risk.

Without prejudice to what is provided in section 1.1.5 "Purpose of Valuation" above, neither the whole nor any part of this Report
or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor
published, referred to or used in any way without our written approval of the form and context in which it may appear. It is our
recommendation that prior to entering into a financial transaction based on this report the validity of all information as well
estimates should be checked.


2.1. Valuation
Having carefully considered the matter, we are of the opinion that the Market Value, as at our valuation date, of the respective
freehold interests of the properties portfolio is:
€ 1,346,337,000
(ONE BILLION, THREE HUNDRED AND FOURTY-SIX MILLION, THREE HUNDRED AND THIRTY-SEVEN
THOUSAND EUROS)
The Market Value, as at our valuation date, of the respective freehold interests reflecting the percentage ownership of
METROVACESA, S.A on the properties is:
€ 1 ,329,026,000
(ONE BILLION, THREE HUNDRED AND TWENTY-NINE MILLION, TWENTY SIX THOUSAND EUROS)
The subject valuations reflect the following assumptions:
Gross Development Value 1 € 5,749,743,000

Pending Construction Costs € 2,527,070,000
Each property has been valued individually and no allowance has been made, either positive or negative, should it form part of a
larger disposal. The total stated is the aggregate of the individual Market Values.
We confirm that we have valued the subject properties on a 100% ownership basis, and have reflected the apportioned value
based on the percentage share of the SPV held by METROVACESA, S.A.. No account has been taken of any premium or discount
to reflect any corporate structure or tax implications which may arise from the ownership structure of any of the Properties.
The total market Value is distributed as follows in the next page.
1 In the development of yielding properties we have included in the calculation of the GDV the rental income and the potential exit value of the
development

N' 10 Market Va lue 100% Market Value %
Name of asset MVC s Typology Province
SAVILLS September 2017 (() MVC Sept. 20l7 (f)
2 3 UE.16 "Aiamillos Es te"(Aigeclras, CAdiZ) Organized C~diz 11,977,000

- 11,977,000
3.1 Parcela 5 - 2. PE.11 "Acceso Sut' Alaeciras, Cadiz Fullv oermitted Cadiz 3,719,000 3,719,000
3.2 Parcela B - 2. PE.11 "Acceso Sut' Alaeciras Cadiz Fully permitted C~diz 2,765,000 2,765,000
4 5.UE.8 "Sotorebolo" (Aigeclras, Cadiz Fully permitted C~dlz 2 176 000 2,176,000
5 La Resel"a de Sotorebolo Fully permilled Cadiz 683,000 663,000
6 Locales Solorebolo Fully permitted C~dlz 521,000 521,000
7.1 Colo San Jose Chiclana, CAdiz Oe\elopable Cadiz 4,072,000 4,072,000
7.2 Coto San Jose (Chiclana CAdiz hotel De16lopable Cadiz 2, 500,000 2,500,000
8.1 Manzana 9 -SUP S-32 "Pozoalbero Norte" Jerez, Gadiz Fullv permitted Cadiz 2,787, 000 2,787,000
8.2 Manzana 10 -SUP S-32 "Pozoalbem Norte" Jerez, Cadiz Fully permitted Cadiz 2,997, 000 2 997,000
8.3 Manzana 12 -SUP S-32 "Pozoalbem Norte" (Jerez Cadiz Fully permitted Cadiz 3 710 000 3,710 000
8.4 Parcela Unifamiliar- SUP S-32 "Pozoalbem Norte" (Jerez, Cadiz) Fully permilted Cadiz 700000 700,000
8.5 Unifamiliar Pareada- SUP S-32 " Pozoalbero Norte"(Jerez, CAdiz)_ Fully permitted Cadiz 3 978,000 3,978,000
9.1 R.6.A. Holelera - PPO "La Alcaidesa" RE.6 La Linea Cadiz Fully permilled Cadiz 2,100,000 2,100,000
9.2 R.6.B -PPO "La Alcaldesa" RE.6 La Linea Cadiz Fully permilted Cadiz 9 941 000 9 941 000
9.3 R.6.D -PPO "La Alcaidesa" RE.6 La Linea, Cadiz Fullv oermllled CAdiz 5,479,000 5,479, 000
9.4 R.6.E -PPO "La Alcaldesa" RE.6 La Linea, Cadiz Fully permitted Cadiz 4,703000 4,703,000
9. 5 R.6.F -PPO "La Alcaidesa" RE.6 La Linea, Cadiz Fully permitted Cadiz 5,826,000 5, 826,000
10. 1 "Clra.de Rota" Arboleda (Pto.Sla.Mana. Cadiz) Apartamentos Tunslicos De-.etopable Cadiz 1 600,000 1,600,000
10.2 "Ctra.de Rota" Arboleda {Plo.Sta.Mana Cadiz) Hotelero oe....topable Cadiz 1 000000 1,000,000
10.3 ''Ctra.de Rotau Arboleda Pto.Sta.Maria CAdiz Residencial De'o<l!opable cadiz 1214B 000 12,148,000
11. 1 Manzana 6- Vlllanue"' Aldea Real Puerto Real, Cadiz Fully permitted Cadiz 551,000 551,000
11.2 Manzana 7 - Villanue"' Aldea Real Puerto Real, Cadiz} _ Fully permitted C~diz 544,000 544,000
11.3 Manzana 23 - Vlllanue\'a Aldea Real Puerto Real, Cadiz Fully pennitted Cadiz 6 165 000 6,165,000
11.4 Manzana 26 -Villanueva Aide a Real Puerto Real Cadiz Fully permilled Cadiz 3,552,000 3,552,000
12.1 Crec.Resid.Norte Albacerrado (Tarifa, Cadiz) (REStO) Non urban Cadiz 7,234,000 7,234,000
12.2 Crec.Resld.Norte Albacerrado (Tarifa, Cadiz) (HOTELERO} Non urban Cadiz 2,500 000 2,500,000
12.3 Crec.Resid.Norte Albacerrado arifa, Cadiz COMERCIAL Non urben C~dlz 1 030,000 1,030,000
13 PERl SS-8 "Cordel de Eci'a" C6rdoba Organized C6rdoba 8,583,000 8,583,000
14 El Carambolo (Camas, Se~lla) Non urban Se~lla 173 000 173,000
15.1 Parcela R2P3 - SUS-DBP-02 "Palmas Alias" El Cuarto Se~lla Fully permitted Se\illa 1,572,000 1,572,000
15.2 Parcela R3. 1 - SUS-DBP-02 "Palmas Alias" El Cuarto Se~lla Fully permitted Se~lla 4,511,000 4511,000
15.3 Parcela R3.2- SUS-DBP-02 "Palmas Alias" El Cuarto (Se\!lla) Fully permitted Se~lla 4 511,000 4,511,000
15.4 Parcela R3.3 - SUS-DBP-02 "Palmas Alias" El Cuarto {Se~lla) Fully pennitted Se\illa 4 511,000 4,511,000
15.5 Parcela R3'.1 - SUS-DBP-02 "Palmas Alias" El Cuarto (Se\illa Fully permitted Se\illa 4,511,000 4,511,000
15.6 Parcels R3'.2 - SUS-DBP-02 "Palm as Atlas" El CUarto Se\illa Fully permitted Selil!a 4 511,000 4,511,000
15.7 Parcela R3'.3 - SUS-DBP-02 "Palmas Alias" El Cuarto (Se\illa) Fully permitted Se\illa 4 511 000 4,511,000
15.8 Parcels R4. 1 - SUS-DBP-02 "Palmas Alias" El Cuarto (Se~lla) Fully permitted Se\illa 4 399 000 4,399,000
15.9 Parcela R4.2- SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Full y permitted Se\illa 4,399,000 4,399,000
15. 10 Parcels R4.3 - SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Se\llla 4,399,000 4,399,000
15.11 Parcela R4.4- SUS-DBP-02 "Palmss Alias" El Cuarto (Se~lla) Fully permitted Selilla 4 399,000 4,399 000
15.12 Parcela R4.5- SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Selilla 4,399,000 4,399,000
15.13 Parcels R4.6- SUS-DBP-02 "Palmas Altas" El Cuarto Se\illa Fully permitted Se\illa 4 399,000 4,399 000
15.14 Parcela R4.7- SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Selilla 4 399 000 4,399 000
15. 15 Parcela R4.B- SUS-DBP-02 "Patmas Alias" El Cuarto (Se~lla) Fully p ermitted Selilla 4,399 000 4 399,000
15.16 Parcela R4.9 - SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Selilla 4,399,000 4,399,000
15.17 Parcela R5'.1 - SUS-DBP-02 "Palmas Alias" El Cuarto Se\!lla Fully pennitted Se\illa 4 224,000 4,224,000
15.18 Parce!a R5'.2- SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Selilla 4,224 000 4,224,000
15.19 Parcela R5'.3- SUS-DBP-02 "Palmas Alias" El Cuarto Se\illa Fully permitted Selilla 4, 224,000 4,224,000
15.20 Parcela R5'.4- SUS-DBP-02 "Palmas Alias" El CUarto Se\illa Fully permitted Selilla 4 224,000 4,224,000
15.21 Parcela R5'.5 - SUS-DBP-02 "Palmas Alias" El Cuarto (Se\illa} Fully permitted Se\illa 4,224 000 4,224,000
15.22 Parcela R5'.6- SUS-DBP-02 "Palmas Alias" El Cuarto (Se\illa} Fully permllted Se~i!la 4,224,000 4,224,000
15.23 Parcela R5. 1 - SUS-DBP-02 "Palmas Altas" El Cuarto (Selilla) Fully pennltted Se\illa 4,207 000 4,207,000
15.24 Parcela R5.2 - SUS-DBP-02 "Palmas Altas" El Cuarto Se\illa Fully permitted Selilla 4,207,000 4,207,000
15.25 Unifamilia"'s R. 7- SUS-DBP-02 "Palm as Altas" El Cuarto Se\illa Fully permitted Selilla 4,731,000 4,731,000
15.26 Unifamiliares R.B- SUS-DBP-02 "Palmas Altas" El Cuarto (Selilla) Fully permitted Selil!a 3,250,000 3,250,000
15.27 Terciario 12- SUS-DBP-02 "Palmas Altas" El Cuarto Se\illa Fully permiited Se\illa 2,123,000 2,123,000
15.28 Parcela R3'.P.1 - SUS-DBP-02 "Palma s Aitas" El Cuarto Se\illa Fully permitted Se\illa 1, 502,000 1,502,000
15.29 Parcels R3.P.1 - SUS-DBP-02 "Palmas Altas" El Cuarto (Se\illa) Fully permitted Se\illa 1,502,000 1,502,000
15.30 Parcela R3.P.2- SUS-DBP-02 "Pa.lmas Alias" El Cuarto (Se\illa) Fully permitted Se1illa 1, 502 000 1,502,000
15.31 Unifamiliares R. 9 - SUS-DBP-02 "Palmas Altas" El Cuarto Selilla Fully pennitted Se1illa 3, 117,000 3117,000
15.32 Unifamilia"'s R.10- SUS-DBP-02 "Paimas Atlas" El Cuarto Se\illa Fully permitted Selilla 3, 117, 000 3,117,000
15.33 Parcela R.4P- SUS-DBP-02 "Palmas Alias" El Cuarto (Selilla) Fully permllted Selilla 2, 295,000 2,295,000
15.34 Parcela R6 - SUS-DBP-02 "Palm as Allas" El Cuarto Selilla Fully permitted Se1ma 4,245 000 4,245,000
15.35 Unifamiliares R.11 - SUS-DBP-02 "Paimas Alias" El Cuarto Se\illa Fully permitted Se\!lla 5,080, 000 5,080 000
METROVACESA, S.A. September 201 7 11

N'ID Market Value 100'%, M.ukct Value%
Name of asset MVC s Typology Prov1ncc
SAVILLS September 2017 (() MVC Sept 2017(()
16 Gonzalo de Bilbao Full erm1tted Selllla 263 000 263000

17 C.Rastro Jardines de Murillo Fully permitted Se~lla 94,000 94,000
16 A Viraen Rocio - Parl<ina Fully permitted Se~lla 53,000 53,000
19.1 Parcela RC 5 - "La Pipa" MN03, MN02 Almeria Fully permitted Almeria 5215,000 5,215,000
19.2 Parcela RPC 2.2 -"La Pipa" MN03, MN02 Almeria Fully permitted Almeria 1,487,000 1 487,000
20 "Aihaurin" (Aihaulin de Ia Torre, Malaga) Fully permilled Malaga 3,317,0 00 3,317,000
21. 1 Le Mitage I y II R-2 Fully permitted Malaga 7287000 7,287,000
21.2 PROMOC. VALLEBRAMEN SL MVCSYP PARCELA R-3 Fully permitted Malaga 6282,000 6,282,000
21.3 Le Mltage Ill R-4 Fully permilled Malaga 6,903,000 6,903,000
21.4 Le Mitaae Ill RS.R6 Fully permilled Malaga 2,734 000 2,734.000
21.5 PROMOC. VALLEBRAMEN SL MVCSYP) PARCELA R-16 Fully pennitted Malaqa 570,000 570000
21.6 PROMOC. VALLEBRAMEN SL MVCSYP PARCELA R-21 Fully pennltted Malaga 187,000 187,000
21.7 PROMOC. VALLEBRAMEN SL (MVCSYP) PARCELA R-33 Fully pennltted Malaga 295 000 295,000
21.8 PROMOC. VALLEBRAMEN SL (MVCSYP) PARCELA R-35 Fully permitted Malaga 239,000 239,000
21.9 Sup E-9 N. Cancelada R-1 Fully pennltted Malaaa 6 404000 6.404 000
21.10 S up E-9 N. Cancelada R-9 Fully pennilted Malaga 6,975,000 6,975,000
21.11 Suo E-9 N. Cancelada R-13 Fully pennitted Malaga 4,851,000 4,851,000
21.12 Suo E-9 N. Cancelada R-14 Fully oennitted Malaga 9,268,000 9,268,000
21.13 Sup E-9 N. Cancelada R-10 Fully pennitted Malaga 1,605,000 1 605,000
21.14 Sup E-9 N. Cancelada R-11 Fully permitted Malaga 2 854,000 2,854,000
21 .15 Sup E-9 N. Cancelada R-17 Fully permitted Malaga 234, 000 234,000
21.16 Sup E-9 N. Cancelada R-18 Fully oennilled Malaga 3<16,000 3<16.000
21.17 Sup E-9 N. Cancelada R-20 Full • permitted Malaga 1,122,000 1,122,000
25.1 Bahia de las Rocas P-51 Fully pemlilted Malaga 2260,000 2,260,000
25.2 Bahia de las Rocas 40 Full • pennitted Malaoa 2193 000 2,193,000
25.3 Bahia de las Rocas 36 Full • pennitted Malaga 857000 857 000
25.4 Bahia de las Rocas Parcela 30 Fully permitted Malaga 2 318 000 2,318,000
2 5.5 Bahia de las Rocas Parcela 14 Fully pennitted Malaga 51,000 51000
26 Villas Bahia de las Rocas Full • permitted Malaga 2,628,000 2,628,000
27 Ma·eslic Heights P-29 Full ' permitted Malaga 3,071,000 3,071,000
28 URNP-RT+SG Torreladrones (Marbella, Malaga) Non urban Malaga 190,000 190.000
29 URNP-RT "Artola II" Marbella, Malaoa De\elopable Malaaa 2,515,000 2,515,000
29 URNP-RT "Artola II" Marbella Malag a De\elopable Malaga 1357,000 1 357,000
29 URNP-RT "Artola II" (Marbella, Malaga) De\elopable Malaga 2,322,000 2,322,000
30 URP-VB-7 "Artola I'_(Marbella Malaga) Fully pennitted Malaga 1 660000 1660 000
32 Samisol Terrazas II Fully oennilted Malaga 871,000 871,000
33 Samisol Terrnzas Ill Fully pennitted Malaga 4 954,000 4,954,000
34 Ri>.a Residences Fully permitted Malag a 2,118,000 2, 118,000
35.01 SUP L-4 "Castillo de Laaos" N~lez, Malaaa Fully_p<>nnilted Malaoa 706,000 706,000
35.02 SUP L-4 "Castillo de Lagos" Nl!lez, Malaga Fully oennitted Malaga 617,000 617 000
35.03 SUP L-4 "Castillo de Lagos" N~lez, Malaga Fully pennitted Malaga 1,925,000.00 1,925,000
35.04 SUP L-4 "Castillo de Lagos"_ (Velez Malaga) Fully pennitted Malaga 1 732,000.00 1 732,000
35.05 SUP L-4 "Castillo de Lagos" Mllez, Malaga Fully permitted Malaga 3,367,000.00 3,367,000
35.06 SUP L-4 "Castillo de Lagos" Nelez, Malaga Fully permitted Malaga 1.475,000.00 1,475,000
35.07 SUP L-4 "Castillo de Lagos" Nelez. Malaga) Fully permitted Malaga 2,253,000.00 2,253,000
35.08 SUP L-4 "Castillo de Laaos" M!lez, Malaaa Fully perm iUed Malaaa 369,000.00 389,000
35.09 SUP L-4 "Castillo de lagos" Nelez, Malaga Fully permilled Malaga 702,000.00 702,000
36. 1 Parcels 15-C, 1 "Valdelacasa" Alcobendas, Madrid Oficinas Fully permitted Madrid 9,996,000 9,996,000
36.2 Parcela 4-I.B ''Valdelacasa" (Aicobendas, Madrid) Industrial Fully pennitted Madrid 2,899,000 2,899,000
37 Alcorc6n Valdeoolo I Non urban Madrid 11 ,189,000 11,189,000
36 Alcorc<in Valdepolo II Non urban Madrid 11,189,000 11,189 000
39 Alcorc6n Valdepolo Ill Non urban Madrid 11,169 000 11,169 000
40 Alcorc6n Valdapolo IV Non urban Madrid 11 ,189 000 11,189,000
41 Valdepolo I-IV (Yeguada Madrid 67000 67,000
42 Valdepolo II (Yeguada Madrid 67,000 67, 000
43 Valdepolo I-IV (Yeguada) Madrid 67,000 67 000
44 Valdeoolo HV IYeauada Madrid 67,000 67,000
45 PP10 DISTRITO NORTE. A LCORCON Non urban Madrid 37,107,000 37,107000
46.1 Fuencarral - Clesa- Terciario Oficinas Fully permitted Madrid 68,238,000 68 238,000
46.2 Fuencarrnl- Clesa- Terciario Hotel Fully permitted Madrid 15,000,000 15,000,000
46.3 FuencaiTlll - Clesa- Terclatio Resldencla FuUy_pennitted Madrid 10000,000 10 000.000
46.4 Fuencarral- Clesa- Terciario Comercial Fully permitted Madrid 21,000 000 21,000,000
47.1 Valdebebas Terc.02-1B9-0. 1 Oficlnas Fully pemlitted Madrid 75,658,000 75,858000
47.2 Valdebebas Terc.02-189-0.2 Comercial Fully pennltted Madrid 5,400,000 5,400,000
48 Josefa Valcarcel Fully pennitted Madrid 15 928000 15,928 000
49 Plaza del Licea Fully pennitted Madrid 182,000 182,000
50 Real de Arawca Fully pennitted Madrid 18,000 18,000
51 Baleen de las Artes Fully permitted Madrid 2 3<14000 2 344,000
52 Villas de Miramadrid Fully pennitted Madrid 5 984000 5,984 000

N' ID Ma rkct V:\ lue 100% Market V.1lue ·~.
N3mc of asset MVC s Typology Provmce
SAVILLS September 2017 (C) MVC SepL 2017 (q
53 01 Sector El Poslf ulllo aldemoro Madrid Full ennltted Madnd 3 698 000 3 698 000
53.02 Sector "EI Posligulllo" (Valdemoro Madrid Fully permitted Madrid 1,811,000 905,500
53.03 Sector "EI Posllgulllo" (Valdemoro, Madrid) Fully permitted Madrid 1 2~0.000 57412
53. 0~ Sector "EI Postlgulllo'' CValdemoro Madrid Fully permitted Madrid 887,000 887,000
53.05 Sector "EI Posllouillo" (Valdemoro Madrid Fully permitted Madrid 1,28~ 000 1,284,000
54 Sector RB.5A "Canton~ro" (\laldemoro, Madrid Fully permllted Madrid 1136 000 568,000
55.01 Sector A Seao\la Fully permitted SeQo~a 1,730 000 1.730.000
55.02 Sector A SeQo\fa Fully permitted seao...ta 2 259 000 2,259,000
55,03 Sector A Seom.ia Fully p_ermitted Seooo.Aa 1.~8.000 1.~8.000
55.04 Sector A Sego\la Fully permitted SeaooJa 795,000 795,000
55,05 Sector A SegoiAa Fully p ermitted SegoiAa 932,000 932,000
55.06 Sector A Sego\Ja Fully permitted Sego>Aa 795,000 795,000
55.07 Sector A Sego>Aa Fully permitted Sego~a 1.320 000 1 320,000
55.08 Sector A Sego\Aa Fully permitted Sego\ola 1,320,000 1,320,000
55.09 Sector A Segol.la Fully permitted Se~m.4a 400,000 400,000
55.10 Sector A Seoo\ola Fully permitted SeQo\fa 146 000 146 000
56.01 Sector B Se:oo\ia Fullv permitted Seoo\4a 1274,000 1,274,000
56.02 SectorS Seao\fa Fully cermltted Seao!Ja 1,274,000 1,274.000
56.03 SectorS Sego\fa Fully pennitted Sego\Aa 1274,000 1,274,000
56.04 SectorS Sego>Aa Fully pennitted Sego!Ja 1,371,000 1 371 000
56.05 Sector 8 SegoiAa Fully pennitted Sego\Aa 2 118 000 2,118.000
56.06 SectorB Sego\Aa Fully pennlited Sego\Aa 1,093,000 1 093000
58.07 Sector B Seg01la Fully pennitted Sego!Ja 850,000 860,000
56.08 SectorS Sego\Aa Fully permitted Sego\ia 914,000 914.000
56.09 Sector B (SeQo\oia Fully permitted Sego\Aa 914 000 914,000
56. 10 SectorS Set~o\Ja Fully permitted Sego~a 1,168,000 1.168.000
56.11 SectorS SegoiAa Fully permitted Sego~a 1 024,000 1,024,000
56.12 Sec torS Sego\oia Fully permitted Seao>Aa 1 047.000 1047000
56.13 SectorS Sego\oia Fully permitted Sego\ia 2,023,000 2,023,000
56.14 SectorS Sego\ia Fully permitted Segol.la 984.000 984,000
56.15 SeclorB SegoiAa Fully permitted Sego>Aa 1,060,000 1,060,000
56.16 sectors Segol.la Fully permitted Sego\la 832,000 832,000
56.17 sectors Sego\la Fully permitted Segol.la 951,000 951,000
57.1 Montesi6n UA-16 Parcela 303 Full • permitted Toledo 233000 233 000
57.2 Montes16n UA-16 Parcela 304 Full • permitted Toledo 233,000 233,000
57.3 Montesl6n UA-16 Parceia 305 Fully permitted Toledo 233,000 233,000
57.4 Montes16n UA~16 Parcela 312 Fullv oermitted Toledo 222,000 222,000
67.5 Montesl6n UA-16 Parcela 313 Fully permitted Toledo 222,000 222,000
57.7 Montesl6n UA-16 Parcela 315 Fully permitted T oledo 222,000 222,000
57.8 Montesl6n UA-16 Parcela 316 Fully pennitted Toledo 222,000 222,000
57,9 Montesl6n UA-16 Parcela 317 Fully permitted Toledo 222,000 222,000
57.10 Montest6n UA-16 Parcela 318 Full • permitted Toledo 222,000 222,000
57.11 Montesl6n UA-16 Parcela 320 Fullv permitted Toledo 222 000 222,000
57.12 Montest6n U A..16 Parcela 321 Fullv oermltted Toledo 222,000 222,000
57,13 Monte st6n UA-16 Parcela 322 Fully permitted Toledo 222,000 222,000
57.14 Montesi6n UA-16 Parcela 323 Fully permitted Toledo 222.000 222,000
57.15 Montesl6n UA-16 Parcela 325 Fully permitted Toledo 222 000 222,000
57.16 Montest6n UA-16 Parcela 326 Full • pennltted Toledo 222,000 222,000
57.17 Montesl6n UA-16 Parcela 328 Fully permitted Toledo 222000 222,000
57 .18 Montesl6n UA-16 Parcela 331 Fully permitted Toledo 222 000 222,000
57. 19 Montesi6n UA-16 Parcela 333 Fully permitted Toledo 222,000 222,000
57.20 Montesf6n UA-16 Parcela 334 Fully oermitted Tol edo 233.000 233,000
57.21 Montesl6n UA-16 Parcela 335 Full • f>Ormitted Toledo 222 000 222,000
57.22 Montesl6n UA-16 Parcela 336 Full • permitted Toledo 222,000 222,000
57.23 Montest6n UA-16 Parcela 337 Fully permitted Toledo 222,000 222,000
57.24 Monlesl6n UA-16 Parcela 338 Fully permitted Toledo 222 000 222,000
57.25 Monlesi6n UA-16 Parcela 339 Fully permitted Toledo 222 000 222,000
57.26 Montesi6n UA-16 Parcela 340 Fully permitted Toledo 222 000 222,000
57.27 Montesi6n UA-16 Parcela 341 Fully permitted Toledo 222,000 222 000
57.28 Montesl6n UA-16 Parcela 342 Full • permitted Toledo 222 000 222,000
57.29 Montes16n UA-16 Pai'Cela 344 Full ' pennltted Toledo 222 000 222 000
57.30 Montesl6n UA-16 Parcela 345 Full • pe_rmitted Tol edo 222,000 222,000
57.31 Montes l6n UA-16 Parcela 346 Fully permitted Toledo 222,000 222,000
57.32 Montesl6n UA-16 Parceia 347 Fully permitted Toledo 222,000 222,000
57.33 Montesi6n UA-16 Parcela 348 Fully permitted Toledo 222,000 222.000
57.35 Montesl6n UA~16 Parcela 350 Fully permitted Toledo 222,000 222,000
57,36 Montesi6n UA~16 Parcela 352 Full • permitted Toledo 222,000 222,000
57.37 Montesl6n UA-16 Parcela 353 Full • permitted Toledo 222,000 222.000
57.38 Montesl6n UA-16 Parcela 354 Fully oermitted Toledo 222,000 222,000
57.39 Montes!6n UA-16 Parcela 355 Fullv oermltted Toledo 222,000 222,000
57.40 Montesi6n UA-16 Parceia 356 Fully permitted Toledo 222,000 222,000
57.41 Montesi6n UA-16 Parcela 367 Fully permitted Toledo 222,000 222,000
57.42 Montesi6n UA-16 Parcela 370 Fully permitted Toledo 233000 233,000
57.43 Montes!6n UA-16 Parcela 371 Fully permitted Toledo 222,000 222.000
57.44 Monteslt'm UA-16 Parcela 372 Fully permitted Toledo 233,000 233,000
57.45 Montesl6n UA-16 Parcela 373 Fully pennitted Toledo 222 000 222,000
57.46 Montesl6n UA-16 Parcala 374 Fullv pennitted Toledo 222.000 222,000
57.47 Montesl6n UA-16 Parcela 375 Fully oermitted Toledo 222,000 222,000
57.48 Montesl6n UA-16 Parcela 376 Fully permitted Toledo 222 000 222,000
57.49 Montesl6n UA-16 Parcela 378 Fully permitted Toledo 233.000 233.000
57.60 Montesi6n UA-16 Parcela 379 Fully permitted Toledo 222,000 222,000

N> ID Marko! Value 100% Market Value %
Name of asset MVC s Typology Provmce
SAVILLS September 2017 (() MVC Sept. 2017 (f}
57 51 Montest6n UA-16 Parcela 382 Full nnttted Toledo 222000 222 000
57.52 Montesi6n UA-16 Parcela 383 "' ""~
Fullv oennitted Toledo 222 000 222 000
57.53 Monlesl6n UA-16 Parcela 384 Fully pennitted Toledo 233,000 233,000
57,54 Montesi6n UA-16 Parcela 385 Fully oennitted Toledo 222000 222,000
57.55 Montesi6n UA-16 Parcela 386 Fully pennilted Toledo 222,000 222,000
57.56 Montesi6n UA-16 Parcela 387 Fully pennitted Toledo 222 000 222,000
57.57 Montesi6n UA-1 6 Parcela 396 Fully pennitted Toledo 222,000 222,000
57.58 Montesi6n UA-16 Parcela 398 Fully pennitted Toledo 233,000 233,000
57.59 Montesi6n UA-16 Parcela 399 Fully permitted Toledo 222,000 222 000
57.60 Montesi6n UA-16 Parcela C6 Fully permitted Toledo 29,000 29,000
57.61 Montesi6n UA-16 Parcela C6 Fully permitted Toledo 100,000 100,000
57.62 Montesi6n UA-1 6 Parcela C-9 Fully_p~rmitted Toledo 78,000 78,000
58 Ribadesella {Asturias) Fully permitted Asturias 119,000 119000
59.01 Sector 25-EI Pallo Buroos Fully permitted Buroos 1,364,000 1,364,000
59,02 Sector 25-EI Pallo Buroos Fully permitted Buroos 1,345,000 1,345,000
59.03 Sector 25-EI Pallo Bumos Fully pennilted Buroos 1,345,000 1,345,000
59.04 Sector 25-EI Polio Bumos Fully pennilted BUI!IOS 1,345 000 1.345 000
59.05 Sector 25-EI Polio Burgos Fully pennilted BUI!IOS 452,000 452 000
59.06 Sector 25-Et Pallo Burgos Fully pennitted Burgos 645,000 645 000
59.07 Sector 25-Et Polio (Burgos) Fully pennltt ed Burgos 412,000 412,000
59.06 Sector 25-EI Polio (Burgos) Fully permitted Burgos 675,000 675,000
59.09 Sector 25-EI Polio (Burgos) Fully permitted Burgos 955,000 955,000
59. 10 Sector 25-EI Pallo (Burgos) Full • permitted Burgos 955,000 955,000
59,11 Sector 25-EI Polio (Burgos) Fully_pe_rmitted Burgos 94,000 94000
60 Camino de Sta . Ma~a Aldeamavor. Valladolid De\el opable Valladolid 24,000,000 9,540,000
61 Hacienda 111-N res to Full · pennitted Valladolid 3,234 000 3,234,000
62 La Hacienda VI Full • pennitted Valladolid 190,000 190,000
63 Resto SSGG Valladolld Full · pennitted Valladolid 502,000 502,000
64 S.51 "Las Arenas", SSGG Jal6n (Valladolid De\elopable Valladolld 3 595 000 3,595,000
65 S.2B "Florida" (Valladolid Organized Valladolld 149,000 149,000
66 S.50 "Los Santos 2", SSGG Jal6n (Valladolld) Fully pennltted Valladolid 998,000 998,000
67 APE-46 "Azucarera S' Victoria" P-4 (Valladolid) Fully pennitted Valladolid 1,451,000 1,451,000
66 "Ariza" "Cicow " pare. 2 (Valladclid) Fully permitted Valladclid 6,237,000 6,237 000
69.1 Aldeamayor Golf Residencial Manzana 26 Fully permitted Valladolid 531,000 531,000
69,2 Aldeamayor Galt Comerciall Fully permitted Valladolid 4,130,000 4,130 000
69.3 AIdeamayor Galt Comercial II Fully permitted Valladolid 4,000,000 4,000,000
69.4 Aldeamayor Golf Comerciallll Fully permitted Valladolid 1,050 000 1,050,000
69.5 Aldeamavor Golf Comercial N Fully pennitted Valladolid 220,000 220,000
70 S.44 "Jal6n Industrial" (Valladolid) Fully permitted Valladolid 7 263,000 7,263,000
71 S.38 "Pinar del Jalon" (Valladolld Fully permitted Valladolid 7,695,000 7,695,000
72 Mirador de Jal6n Fully pennitted Valladolld 1 231 000 1.231,000
73.1 330-Pza del Gas (Bilbao) Fully permitted Vizcava 280,000 92,400
73.2 330-Pza del Gas (Bilbao) Fully pennitted Vizcaya 11,000 3,630
74 Sector 1 "0 Portiilo" La Coruna De\elopable A CoruM 19 402,000 19,402,000
75 PPO "Barranco Seco" Las Palmas, G.Canaria Organized Las Palmas de Gran 674 000 674 000
76 PPO "Bawanco Balito" (Mogan, G.Canaria) Fully pennltted Gran Canaria 27,000,000 27,000,000
77 APD-6 "Comisa de San Agustin" "Mirador de San Blas"(AIIcante) Fully pennltted Allcante 7,519,000 7,519,000
78 Mirador de San Bias I Fully permitted Alicanle 4,668,000 4,868,000
79.1 Mirador del Sur Alicante Fully perm itted Alicante 2,491,000 2,491,000
79.2 Mirador del Sur (Aileante) Fully permitted Allcante 1,793,000 1,793 000
80.1 Parque Norte (Aiicante) Fully permitted Alicante 5,000 5,000
80,2 Parque Norte (Aiicante) Fully permitted Alicante 493000 493,000
81.1 Parque Dorado I y II Fully permitted Alicante 531,000 531 ,000
81.2 Parque Domdo I y II Fully permitted Alicante 15,000 15,000
82.1 ParQue Pamiso I y II Fully permitted Alicante 1,000 1,000
82.2 ParQue Paraiso I y II Fully permitted Alicante 15,000 15000
83 E.2 AR-88 Elche, Alica nte Organized Alicante 4,975,000 4,975,000
B4 U.E. 3 del E-27, (Eiche, Allcante) Fully pennitted Alicante 19 450,000 19,450,000
85.1 UF-1 PERl "EI Acequi6n" UE-2, (Torrelie]a, Alicante) Residencial Fully pennitted Al icante 10,948,000 10,948,000
85.2 UF-2 PERl "EI Acequi6n" UE-2, (Torrelie]a Allcante) Residencial Fully pennitted Alicante 10,948,000 10,948,000
85.3 UF-3 PERl "EI Acequi6n" UE-2, (Torralieja, Allcante) Terciario Fully pennitted AJicante 7,300,000 7,300,000
66.1 Parcela AH - Benicasim Golf (Benicasim, Castellon) Fully pennitted Caste116n 4,823 000 4,823 000
66.2 Parcela AN - Benid sim Golf (Benicasim, Castellon) Fully permitted Castellon 354 000 354 000
66.3 Parcela AO - Benicasim Golf_{Benidsim, Castell6n FullY permitted Caste116n 559,000 559 000
66.4 Parcela BE - Benicasim Golf (Benicasim, Castellon Fully permitted Castellon 1 267000 1,267,000
86.5 Parcela D - Benicasim Golf (Benic~s i m Castell6n Fully pennitted Castellon 7,294,000 7,294,000
86.6 Parcela N - BenicAsim Golf Benic~sim, Castell6n Fully pennitted Castellon 1,060,000 1,060,000
86.7 Parcela U- Benicasim Golf Benic~sim, Castell6n Fully pennitted Castellon 324,000 324,000
87.1 Parcela 2 - Panoramlca II y Ill (San Jorge, Caste116n) Fully pennitted Caste116n 5,676,000 5,676,000
87.2 Parcela 3 - Panoramica II y Ill San .Jorge, Castell6n Fully permitted Castellon 5,676 000 5,676,000
86 Panoramica I Fully pennitted Castellon 18.000 18.000
89 Almenara I y II (Castell6n) Fully pennitted castell6n 28,000 28,000
90 Pinar del Golf (Castell6n) Fully permitted CasteJ16n 660,000 660,000

N' ID Market Value 100"/o.) Market Value%
Name of asset MVC s Typology Province
SAVILLS Scplembcr 2017 (C) MVC Sept 2017 (€)
91 PAl Belcaire Su( Monc61ar Cestell6n Full orm1lled CastellOn 7 240 000 7 240 000
92.1 "No\Ocarthago" Gartagena, Murcia Parcels Holelera Omanized Murda 2,000000 2,000 000
92.2 "No\Ocarthago" Gartagena, Murcia Parcela Resldenclal Omanized Murcia 15873000 15873,000
92.3 "No\OCarthago" (Cartagena, Murcia} Parcela Terciaria Organized Murda 237,000 237 000
93. 1 Torre del Rame Los AJcazares Murcia. Parcela RA34 Fully permitted Murda 2132 000 2,132,000
93.2 Torre del Rame Los Alcllzares, Murcia. Parcela RA37 Fully permitted Murcia 2,132000 2,132 000
93.3 Torre del Ramo Los Atc~zares Murcia. Parcela RA38 Fully permitted Murcia 1 988 000 1 968,000
93.4 ·~orre del Rame11 (Los AlcAzares, Murcia , Parcela RA39 Fully permitted Murcia 2,482,000.00 2,482 000
93.5 "TomJ del Rame" Los AJcllzares, Murcia Parce!a RA57 Fullv oermitted Murcia 1,813,000.00 1,813,000
94 ZP.CH-03-2 Sector Este "Churra 3" Ter. Murcia Oman! zed Murcia 8 710 000 8,710,000
95.1 ZM.CH-4 UA. 2 Churra 4 (Murcia}_ RBA 2A Fully permitted Murcia 3,489,000 3 469,000
95,2 ZM.CH-4 UA.2 Churra 4 (Murcia}_ RBA 2D Fully permitted Murcia 2 891,000 2,891,000
95.3 ZM.CH-4 UA.2 Churra 4 Murcia RBA JA Fully permitted Murcia 2728,000 2,728,000
95A ZM.CH-4 UA.2 Churra 4 Murcia RBA 3B Fully permitted Murcia 2,913 000 2,913000
95,5 ZM.CH-4 UA.2 Churra 4 (Murcia}_ RBA 3C Fully permitted Murcia 2,991 000 2,991,000
95.6 ZM.CH-4 UA.2 Churrn 4 Murcia RBA 3D Fullv oermilted Murcia 3,187,000 3,187,000
95.7 ZM.CH-4 UA.2 Churra 4 Murcia RBA 6D Fully permUted Murcia 887 000 867,000
96 PN-07 UA-2 El Punta! Ed. Montblanc Murcia Fully permitted Murcia 11,538,000 11,536,000
97 Alfafar Fully permitted Valencia 11,947 000 11,947,000
98 Betera II Betera Valencia) Fully permitted Va!em:la 4 793 000 4,793 000
99 Villas de Ia Calderona Fully oermltted Valencia 1.4~,000 1,4~,000
100 Moll d'Animeta Quart de Poblet, Valencia Organized Valencia 600 000 600,000
101 Saaunto Puerto SUNP-VI (Saaunto,Valerclal Qrganlzed Valencia ..1._951 000 2 951 000
102 Sagunto Pueblo N. Palancia Sagunto, Valencia) Fully permitted Valencia 11108 000 11,108,000
104 Vedat IV Fully permitted Valencia 210,000 210 000
106 Vedat VI Fully permitted Valencia 705 000 705,000
107 Veda! VII Fully permitted Valencia 1 362 000 1 362 000
108 Vedat VIII Full • permitted Valencia 556 000 556,000
109,1 Camino Moreras II (Valencia Full • permitted Valencia 24 209,000 24,209,000
109.2 Camino Moreras II (Valencia) Parcels Uso Terc!ano Fully permitted Valencia 696000 696,000
110.1 Gandia Plo XII I v II Full • pennitted Valencia 91,000 91,000
110,2 Gandla Plo XII I y II Full · pennitted Valencia 1,272,000 1 272 000
111 .1 Moreras VPO (Valencia) Full · permitted Valencia 393 000 393,000
111.2 Moreras VPO (Valencia} Full · permUted Valencia 15,000 15,000
112.1 Mettm.acesa Resort (Valencia} Full ' permilted Valencla 445000 445 000
112.2 Melrowcesa Resort (Valencia) Fully permitted Valencia 45000 45,000
113 Paterna II (Valencia Fullv oermitted Valencia 15,000 15,000
114 Carcai•ent I (Valencia - Storage Fully oermilted Valencia 2000 2,000
115 RamOn Turr6 .. Fr.Maritlm Poble Nou" (Barcelona) Organized Barcelona 8 487000 8,487,000
116 Pere IV UA12 PERl • Pallars Fully permilted Barcelona 2,028,000 2,028,000
117 "Castellardel Valles", Resid.3' edad Barcelona De~elopable Barcelona 3 504000 3,504 000
118 La Guinardera II-1'F San Cugal Fully permitted Barcelona 8000 8,000
119.1 La Gutnardera II VTA (San Cugat) Fully permitted Barcelona 15,000 15.000
119.2 La Guinardera II VTA (San Cuaat Fullv cermitted Barcelona 5,000 5,000
120 Parque Vall Paradis C'Rubl arrasa Barcelona Organized Barcelona 10 577 000 10,577,000
121 Gas6metro I (Tarrasa, Barcelona} Fully permitted Barcelona 6,838,000 6,838,000
122 Prat de Ia Rlba (Tarrnsa, Barcelona) Fully permitted Barcelona 3 385 000 3,385,000
123. 1 Copa D'or Ueidal parcela J1 dos promoc!ones restantes Fully cermllted Ue!da 2 365000 2,365,000
123.2 Copa D'or Uelda Fully permUted Ueida 3425,000 3,425,000
124 Residencial Copa D'or F I Fully permitted Uejde 1,500,000 1,500,000
125. 1 Sant Jordi UA.10d orredembarra, Tarrnaona Parcela A-1 Fullv cermitted Tarrnaona 3,171,000 3,171,000
125.2 Sant Jordi UA.10d orredembarra Tarragona Parcela C5 Fully permitted Tarra1=1ona 3,668,000 3 868 000
125.3 Sant Jordi UA.10d (Torredembarrn, Tarragona} Parcela C6a Fully permitted Tarrngona 599 000 599,000
125.4 Sant Jordi UA.10d (Torredembarra, Tarrngona} Parcela C6b Fully permitted Tarragona 1161000 1,161,000
126 La City (Hospilalet de Uobregat) Fully permitted Barcelona 63 210 000 63,210,000
127 AE61 Atcorc6n Metropromo Non uiban Madrid 22,415000 22,41 5,000
128,1 UZP. 02.2 LOS CERROS VL Organized Madrid 10,513,000 10,513,000
128.2 UZP. 02.2 LOS CERROS VPO Organized Madrid 8872000 8,872,000
129.1 SOTOREBOLO. ALGECIRAS Fully permitted C~diz 1760000 1 760,000
129.2 Residenclal Oasis Fully permitted Cddiz 1805000 1,805 000
130.1 LA ALBORADA RN-1 Fully permitted M~laga 13,028,000 13,028,000
130.2 LA ALBORADA RN-5 Fully permitted M~laga 8,749,000 8,749,000
130.3 LA ALBORADA RN-10 Fully oermitted Malaga 1,156,000 1,156,000
131.01 BAHIA DE LAS ROCAS Fully permitted Malaga 4675,000 4,675,000
131.02 BAHIA DE LAS ROCAS (Comerclal} Fully permitted M~laga 445000 445,000
132 SECTOR 1-2 BENALUA SUR, N' MS.M6-M12B-M13A Fully permitted Alicante 9,021000 9,021 ,000
133 Sectores R~ y R-9 del PGOU de B~tera Fully permitted Valencia 2665000 2,685 000
134 BETERA SECTOR R-10, 11 Y 12 Organized Valencia 4152 000 4,152 000
135 Residenclal Vheldi Fully permitted Valencia 1186 000 1,186,000
METROVACESA, S.A. September 201 7 15

N' 10 Market Value 100% Market Value 0/.:,
Name of asset MVC s Typology Provmcc
SAVILLS September 2017 (() MVC Sept. 2017 ({)
136 01 Puerto de Sa unto Resto suelo MANZANA V-COL.()SB 1 Full erm1Ued Valencia 2 669 000 2 669 000
136.02 Puerto de Sagunto Reslo suelo MANZANA V-COL.()SB RESTO Fully permitled Valencia 7 840000 7,840,000
136.03 Puerto de Sagunto Resto suelo MANZANA V-A0().()4 Fully permiUed Valencia 1,366,000 1,366,000
136.04 Puerto de Sagunto Resto suelo MANZANA V -ADO-tO A Fully permitted Valencia 961,000 961 ,000
136.05 Puerto de Sagunto Resto suelo MANZANA V-ADO-t2 Fully permitted Valencia 1,366,000 1,366,000
t 36.06 Puerto de SaQunto Resto suelo MANZANA V -AD0-14 Fully permitled Valencia 1,366 000 1,366,000
136.07 Puerto de Sagunto Resto suelo MANZANA V-COL.()1 VPP Fully permltled Valencia 6,344,000 6,344 000
136.08 Puerto de Sagunto Resto suelo MANZANA V-COL-3D Fully permitted Valencia 5,049,000 5,049,000
138. t Se~lla Heineken. RMA 6.2 Organized Se~lla 8,782,000 8,782000
138.2 Se~lla Heineken. RBL 3 Ornanized Se~lla 1,662,000 1,662 000
136.3 Se~lla Heineken. RBL 2.2 Cornen:ial Organized Se\illa 1,842000 1,842,000
138.4 Se~lla Heineken. 53.3.1 (VPO) Organized Se~lla 99,000 99,000
139.1 Quart de Poblet. Gran Manzana. Pan:ela 4 Fully permitted Valencia 4,730,000 4,730,000
139.2 Quart de Poblet. Gran Manzana. Pza Cortes Valencianas Fully permitled Valencia 3,664,000 3,664,000
1,346,337,000 1,329,026,000
(1) The valuation concerns only the ownership share of the client.
(4) Assets valued as 100% of the ownership, GDV, pending costs and the other outputs corresponds to 100% of the ownership.


3.1. General Assumptions, Conditions to Valuation & Special Assumptions
3.1.1. General Assumptions
Our valuations have been carried out on the basis of the following General Assumptions. If any of them are subsequently found
not to be valid, we may wish to review our valuation, as there may be an impact on it. We have assumed:
1. That the Freehold interest is not subject to any unusual or especially onerous restrictions, encumbrances or outgoings
that we are unaware of. We have not made any enquiries at the local Register Office, and, therefore, should future
enquiries reveal that there are any mortgages or charges, we have assumed that the Asset would be sold free of them.
We have not examined the Title Deeds or Land Registry Certificate.
2. That we have been supplied with all information likely to have an effect on the value of the Asset, and that the
information supplied to us is both complete and correct. We do not accept responsibility for any errors or omissions in
information and documentation provided to us.
3. That the buildings have been constructed and is used in accordance with all statutory and bye-law requirements, and
that there are no breaches of pl anning control. Likewise, that any future construction or use will be lawful (other than
those points referred to above).
4. That the properties are not adversely affected, nor is likely to become adversely affected, by any highway, town
planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed
by a local search or normal solicitors' enquiries, or by any statutory notice (other than those points referred to above).
5. That the buildings are structurally sound, and that there is no structural, latent or other material defects, including rot
and inherently dangerous or unsuitable materials or construction techniques, whether in parts of the building we have
inspected or not, that would cause us to make allowance by way of capital repair (other than those points referred to
above). Our inspection of the property and this report do not constitute a building survey.
6. That the properties are connected, or capable of being connected without undue expense, to the public services of
gas, electricity, water, telephones and sewerage.
7. That in the construction or alteration of the buildings, no use was made of any deleterious or hazardous materials or
techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering
and the like (other than those points referred to above). We have not carried out an y investigations into these matters.

8. That the ownership and possible exploitation of mineral substances and/or gases present in the subsoil have not been
considered.
9. That the properties have not suffered any land contamination in the past, nor is it likely to become so contaminated in
the foreseeable future. We have not carried out any soil tests or made any other investigations in this respect, and we
cannot assess the likelihood of any such contamination.
10. That there are no adverse site or soil conditions, that the ground does not contain any archaeological remains, nor
that there is any other matter that would cause us to make any allowance for exceptional delay or site or construction
costs in our valuation.
11. That all fixed plant and machinery and the installation thereof complies with the relevant legislation. No allowance has
been made for rights, obligations or liabilities arising as a result of defective premises.
12. That the tenants are capable of meeting their obligations, and that there are no undisclosed arrears of rent or breaches
of covenant. For valuation purposes it is assumed that the tenants comply their obligations, and that there will be no
delays in the payment of rent or undisclosed contractual breaches.
13. That METROVACESA S.A. developments will obtain within standard regular timings the approvals in normal market
situations for the different phases of Planning, Management and Urbanizing Discipline. It has been taken into account
that the approval of different urbanizing phases will be obtained with a pro-active approach by the Client to obtain the
necessary approvals.
3.1.2. General Conditions
Our valuation has been carried out on the basis of the following general conditions:
1. Our valuation(s) are exclusive of VAT (if applicable).
2. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the
property(ies).
3. No allowance has been made for any expenses of realisation .
4. Excluded from our valuation(s) is any additional value attributable to goodwill, or to fixtures and fittings which are only
of value in situ to the present occupier.

5. In all cases, our valuation report includes facilities that are normally transferred with the property, such as boilers,
heating and air conditioning, lighting and ventilation , sprinklers, etc., while the equipment that is normally removed
before the sale has been excluded from our opinion of value.
6. It has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant EEC
legislation.
7. Output prices of different products are those with whom will go on sale at the market uses different delivery date. To
estimate the value a basis comparable are taken to the valuation date.
8. Each property has been valued individually and no allowance has been made, either positive or negative, should it
form part of a larger disposal. The total stated is the aggregate of the individual Open Market Values.
3.1.3. Special Assumptions
According to RIGS, only special cases can be established if they are reasonably achievable, relevant and valid in relation to the
special circumstances of the valuation. Appendix 4 of Red Book defines and gives examples of Special Assumptions. In our
valuation we have established the following Special Assumption:
ALCORCON VA.LDEPOLO I-IV, PP10 DISTRITO NORTE. ALCORCON & AE61 ALCORCON METROPROMO.
The land is classified as 'Suelo urbanizable Sectorizado', however, there is currently Supreme Court ruling that has
declassified the land. This judgement has been analysed by the legal department of the Managing Committee of the
area and a clarification of judgement has been submitted to the Court, as there is some ambiguity over its grounds
and/or motivations.
At present, the magistrate's answer is being awaited and in the case of non-conformity, an 'incident of nullity of
proceedings' will be invoked as a last resort.
Taking the above into account, the STC of the Supreme Court cannot be fully understood today, since that step will
have to be taken, if necessary, once the two incidents mentioned above are resolved. At that time, the Supreme Court
must communicate to the Superior Court of Justice of Madrid what was the reason in the first instance for annulling
the planning and the dismissal of the appeal, the latter being the one that must proceed with the execution of the
judgement, annulling the approval of the PGOU, regarding the classification of this land.
At the request of the client, a special hypothesis has been established that a general plan is approved, with a proposed
development similar to the one declared null. This hypothesis is considered to be reasonable based upon the
assumption that, according to what has been indicated by the client, the declaration of nullity was mainly due to issues
with form rather than anything material, as well as the efforts of the owners who are working with the Administration
to accelerate the process.
For valuation purposes we have assumed that there would be developed 1,845 number of units instead of the total
number of units in the original plan which is 2,521 units.


savills
22
savills
23
savills
24
savills
(l)Thewlualo•conceriiSM,.lhe~M.w.-tlwchnt
12) fCM'ntv.tlool""'pows-h..-.~MW~~~"l"-t...,.wi!IIUW~~,..Snu~.r~-t•llllelt ... ~-*t.r.-.v.orWNt,._wNch•l,S:U...a,
j J)Tl>llo~.,ltft~I.J~~ toel~oltiMFWst ...JiMdthetotltMdM, FDI\I~JIIooii"'IIIM& ..... "'"...,._;tir«•lCIOilfiii!MtKtotMI~~u.th.•tO!.t,.,.,.,.....of t~WINWN~l•• )..tk_..,.l\.s:~.N.ap.tltdtofM>"~I'DI~.
j4) Al~attovAJi.»dM1~Ifllh.own.n.NP, GtJIII,~~ .-ftheelh«owtpW t.. ~IIOl~flltlw~......
IS) 1n Lea C.mrs l•11dt, 1M m.trk1t ...., corrMpottlit. to tile totail d.w~pm.nt. Howwtt, tht GatJ •food ~UIJU. ~~ "'"h/10""' F'W.t Sl•• ehh• tottld-IDp.nH'It.
•
I&) 'II s~• Raost,.,.«IOrl m,,.. co lAc ~rocriKJioO" olth• «m~•tNWHCfw
The following table (Table 2) include detailed parameters such as market rent and net exit yield, t hat were not included nor broken down in the previous table.
(*) %The hotels and student residences have been valued under a management contract, therefore no market rent is applied on those cases. We have included the
expected NOI at yr 1 of full operation at the "Market Rent" column.
27
savills.es savills
METROVACESA PROMOCI6N Y ARRENDAMIENTO, S.A. September 2017
savills.es
savills
Index
1. Instructions and Terms of Reference .........................................................................................................4
2. Valuation Advice ... .................................................................. ...................... ..........................................a
3. General Assumptions, Conditions to Valuations, Special Assumptions ...... ....................... ............................. .13
METROVACESA PROMOCI6N Y ARRENDAMIENTO, S.A. September 201 7

2017, November 23'd
Savills Consultores
lnmoblllarlos S.A.
METROVACESA PROMOCION Y ARRENDAMIENTO, S.A. Jose Abascal 45- 18 Planta
Parque Metrovacesa Via Norte 28003 Madrid
Quitanavides, 13 Tel: + 34 (91) 310.10.16

Madrid, 28050 Fax: + 34 (91) 310.10.24
www.savills.es
&
1) Banco Bilbao Vizcaya Argentaria, S.A.

2) Banco Santander, S.A.
3) Deutsche Bank AG, London Branch
4) Morgan Stanley & Co. International pic
5) Goldman Sachs International
6) Societe Generale Sucursal en Espana [tbc]
7) CaixaBank, S.A.
8) Norbolsa Sociedad de Valores, S.A
9) Fidentiis Equities Sociedad de Valores, S.A.
Together "the Addressees•
For the attention of: Mr. Jorge Perez de Leza
CLIENT: METROVACESA PROMOCION Y ARRENDAMIENTO, S.A.

PROPERTY: Property Portfolio comprised of Residential and Tertiary Development Land Assets, located in several
locations across Spain.
Dear Mr. Perez de Leza,
In accordance with the terms and conditions contained in our proposal letter dated November 2017, we are pleased to provide
you with a market update valuation in relation to the above named properties. We understand you require this valuation for
Accounting Purposes and it will be disclosed to prospective investors as part of the preparation for an Initial Public Offering (I PO}
of METROVACESA S.A. The date of valuation is the 30th September 2017.
We draw your attention to our accompanying Report together with the General Assumptions and Conditions upon which our
Valuation has been prepared, details of which are provided at the rear of our report.
We trust that our report meets your requirements, but should you have any queries, please do not hesitate to contact us.

Yours faithfully,
For and on behalf of Savills Gonsultores lnmobiliarios S.A.
Jesus D. Mateo MRIGS Eduardo Martins Pimenta MRIGS

RIGS Registered Valuer RIGS Registered Valuer
Director Advisory & Valuation Associate Director Advisory & Valuation
Savills Gonsultores lnmobiliarios S.A. Savills Gonsultores lnmobiliarios S.A.
Sandra Lopez MRIGS

Associate Advisory & Valuation
Savills Gonsultores lnmobiliarios S.A.
METROVACESA PROMOCI6 N Y ARRENDAMIENTO, S.A. September 2017 3

METROVACESA PROMOCION Y ARRENDAMIENTO, S.A. September 2017 4

1.0 Instructions & Terms of Refer ence
In accordance with our Terms of Engagement signed November 2017. we have valued the properties listed at Section 2, in order
to provide you with our opinion of their Market Value, as at 301h September 2017.
1 .1.1 . Instruction s
You have instructed us to provide our opinions of value on the following bases:
• We are not aware of any conflict of interest, either with the Properties, or with the client, preventing us from providing
you with an independent valuation of the Properties in accordance with the Red Book.
• We will be acting as External Valuers. as defined in the Red Book.
We have no material connection either with the client or with the Properties.
• We confirm that we will not benefit (other than from the receipt of the valuation fee) from this valuation instruction.
• We confirm that Savills Consultores lnmobiliarios S.A. carry sufficient Professional Indemnity Insurance for possible
claims, according to the Terms of Engagement Letter.
We have a Complaints Handling Procedure.
• That we have the knowledge, skills and ability to act on your behalf in respect of this instruction.
• And, that all information provided in respect of this instruction will be kept confidential and will not be disclosed to any
un-authorised third party.
You have also instructed us to comment on specific issues concerning the properties.
Our valuations are prepared on an individual basis and the portfolio valuations reported are the aggregate of the individual Market
Values, as appropriate. Our opinions of value are as at 301h September 2017.
The valuations have been carried out by qualified MRICS Registered Valuers, with the knowledge, skills and ability required to perform
this valuation report competently.
We confirm that our valuations will all be reported in Euros.
1.1.2. Basis of Valuation
The valuation has been prepared in accordance with Royal Institution of Chartered Surveyors'("RICS") Valuation - Global
Standards 2017 incorporating the IVSC International Valuation Standards issued June 2017 and effective from 1 July 2017. In
particular in accordance with the requirement of VPS 3 entitled Valuations reports.

Red Book Valuation Standard VS 3.2 relates to the basis of value, and, in accordance therewith, you have instructed us to value
the property on the basis of Market Value, the definition is defined as follows :
"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing
seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgably, prudently and
without compulsion."
Our report and valuations in accordance with these requirements are set out below.
1.1.3. General Assumptions and Conditions
All our valuations have been carried out on the basis of the General Assumptions and Conditions set out in the relevant section
towards the rear of this report.
1.1.4. Date of Valuation
Our opinions of value are as at 30th September 2017. The importance of the date of valuation must be stressed as property values
can change over a relatively short period.
1.1.5. Purpose of Valuation
The Valuation is required for Accounting Purposes. We expressly authorise that the valuation report in its short form along with
any data coming from the long form valuation report is incorporated as part of the prospectus to be filed with the Spanish Securities
Market Commission (Comisi6n Nacional del Mercado de Valores) in the context of the preparation for an Initial Public Offering of
METROVACESA, S.A. as well as in any offering circular and material relating to the proposed initial Public Offering of
METROVACESA, S.A. for qualified investors (including, for example, any qualified investor, analyst or roadshow presentations
for professional parties involved). Under no circumstances have the Addressee been authorised by Savills to include the report
or data extracted from the report in advertisements directed to the public or in mass media. The valuation is additionally required
for Loan Security purposes.
It is important that the Report is not used out of context or for the purposes for which it was not intended. We shall have no
responsibility or liability to any party in the event that the Report is used outside of the purposes for which it was intended, or
outside of the restrictions on its use.
1.1 .6. Conflicts of Interest
We are not aware of any conflict of interest, either with yourselves or with the Properties, preventing us from providing independent
valuation advice, and therefore we are pleased to accept your instructions. We will be acting as External Valuers, as defined in
the Red Book.
METROVACESA PROMOC16N Y ARRENDAMIENTO, S.A. September 2017 6

1.1.7. Va luer Details and Inspection
The due diligence enquiries referred to below was undertaken by valuers of the Advisory & Valuation Department. The valuations
have also been reviewed by Jesus Mateo MRICS.
The Properties have been inspected by valuers of the Advisory & Valuation Department. The inspections have been carried out
externally and internally, but limited to those areas that were easily accessible or visible.
All those above with MRICS or FRICS qualifications are also RICS Registered Valuers. Furthermore, in accordance with VS
6.1(r), we confirm that the aforementioned individuals have the knowledge , skill and understanding to undertake the valuation
competently.
1.1 .8. Liability Cap
Our liability to any one or more or all of the Addressees or any other party who otherwise becomes entitled to rely upon the Report
under or in connection with this Valuation, shall be limited to the amount specified in the Terms of Engagement Letter signed
between Savills Consultores lnmobiliarios S.A. and Metrovacesa Promoci6n y Arrendamiento, S.A..
1.1.9 . RICS Compliance
This report has been prepared in accordance with Royal Institution of Chartered Surveyors '("RICS") Valuation- Global Standards
2017 incorporating the IVSC International Valuation Standards issued June 2017 and effective from 1 July 2017, in particular in
accordance with the requirements of VPS 3 entitled Valuation reports and VPGA 2 Valuations secured lending, as appropriate.
Our report in accordance with those requirements is set out below.
1 .1.1 0. Verification
This report contains many assumptions, some of a general and some of a specific nature. Our valuations are based upon certain
information supplied to us by others. Some information we consider material may not have been provided to us. All of these
matters are referred to in the relevant sections of this report.
We recommend that the Client satisfies itself on all these points, either by verification of individual points or by judgement of the
relevance of each particular point in the context of the purpose of our valuations. Our valuations should not be relied upon pending
this verification process.
1.1.11 . Confidentiality and Responsibility
Finally, in accordance with the recommendations of the RICS, we would state that this report is provided solely for the purpose
stated above. It is confidential to and for the use only of the parties to whom it is addressed only, who can rely on it, and no
responsibility is accepted to any third party for the whole or any part of its contents. Any such third parties rely upon this report at
their own risk.

Without prejudice to what is provided in section 1.1.5 "Purpose of Valuation" above, neither the whole nor any part of this Report
or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor
published, referred to or used in any way without our written approval of the form and context in which it may appear. It is our
recommendation that prior to entering into a financial transaction based on this report the validity of all information as well
estimates should be checked.


2.1. Valuation
Having carefully considered the matter, we are of the opinion that the Market Value, as at our valuation date, of the respective
freehold interests of the properties portfolio is:
€ 325,151,000
(THREE HUNDRED AND TWENTY-FIVE MILLION, ONE HUNDRED AND FIFTY-ONE THOUSAND EUROS)
The Market Value , as at our valuation date, of the respective freehold interests reflecting the percentage ownership of
METROVACESA PROMOCI6N Y ARRENDAMIENTO, S.A on the properties is:
€ 324,302,291
(THREE HUNDRED AND TWENTY -FOUR MILLION, THREE HUNDRED AND TWO THOUSAND AND TWO
HUNDRED AND NINETY-ONE EUROS)
The subject valuations reflect the following assumptions:
Gross Development Value 1 € 1,455,178,000

Pendrng Constructron Costs € 356,050,000
Each property has been valued individually and no allowance has been made, either positive or negative, should it form part of a
larger disposal. The total stated is the aggregate of the individual Market Values.
We confirm that we have valued the subject properties on a 100% ownership basis, and have reflected the apportioned value
based on the percentage share of the SPV held by METROVACESA PROMOCI6N Y ARRENDAMIENTO , S.A. No account has
been taken of any premium or discount to reflect any corporate structure or tax implications which may arise from the ownership
structure of any of the Properties.
The total market Value is distributed as follows in the next page.
1 In the development of yielding properties we have included in the calculation of the GDV the rental income and the potential exit value of the
development

Description Location Valuation 30.09.2017
MVC's Market Value Market Value Market Value

N° ID SAVILLS Name of Asset Province
Typology (€) MVC (€) (€/sq m)
1.1.1 Valdicsa (1) Non urban Alicante 1,273,000 424,291 17.29

1.1.2 Norm on Fully permitted Madrid 19,308,000 19,308,000 1,768.78
1.1-Total Residential Land 20,581,000 19,732,291
1.2.1 La City Condominia Fully permitted Barcelona 18,520,000 18,520,000 848.68

1.2.3 Pryconsa Fully permitted Madrid 10,000,000 10,000,000 1,148.37
1.2-Total Hotel Land 28,520,000 28,520,000
1.3.1 Cornelia Fully permitted Barcelona 8,458,000 8,458,000 650.62

1.3.2 La City Fase 1 Fully permitted Barcelona 28,578,000 28,578,000 1,001.23
1.3.3 La City Fase 2 Fully permitted Barcelona 23,548,000 23,548,000 1,001.57
1.3.4 Vilamarina Fully permitted Barcelona 7,862,000 7,862,000 467.98
1.3.5 Balius Organized Barcelona 12,150,000 12,150,000 1,282.05
1.3.6 Satsa Organized Barcelona 19,895,000 19,895,000 1,188.97
1.3.7 Llacuna Fully permitted Barcelona 14,206,000 14,206,000 1,426.31
1.3.8 Loins a Organized Barcelona 19,656,000 19,656,000 1,022.80
1.3.9 Medixon Organized Barcelona 9,150,000 9,150,000 1,102.22
1.3.10 Peru-Pere IV ACS Organized Barcelona 5 ,804,000 5,804,000 1,095.14
1.3.11 Manoteras 14 Fully permitted Madrid 12,287,000 12,287,000 1,022.55
1.3.12 Monteburgos 1 Fully permitted Madrid 85,488,000 85,488,000 1,508.98
1.3-Total Office Land 269,984,000 269,984,000
1.4.1 IN-1-8 Fully permitted G uadalajara 161,000 161,000 23.13

1.4.2 Poligono 7 Fully permitted Guadalajara 1 ,129,000 1,129,000 11.35
1.4.3 Sector 1-8 Fully permitted Guadalajara 1 '193,000 1,193,000 58.65
1.4-Total Industrial Land 2 ,483,000 2,483,000
1-Total Land 321,568,000 320,719,291
2.1.1 Aldeamayor Fully permitted Valladolid 83,000 83,000 395.24
2.1-Total Offices Finished Product 83,000 83,000
2.2.1 Campo de Golf Valladolid Fully permitted Valladolid 3,500,000 3,500,000 3,838.56
2.2-Total Others Finished Product 3,500,000 3,500,000
2-Total Finished Product 3,583,000 3,583,000
Total Portfolio 325,151,000 324,302,291
(1) In Valdicsa asset the GLA corresponds to the land area, because is a non-urban land


3.1. General Assumptions, Conditions to Valuation & Special Assumptions
3.1.1. General Assumptions
Our valuations have been carried out on the basis of the following General Assumptions. If any of them are subsequently found
not to be valid, we may wish to review our valuation, as there may be an impact on it. We have assumed:
1. That the Freehold interest is not subject to any unusual or especially onerous restrictions, encumbrances or outgoings
that we are unaware of. We have not made any enquiries at the local Register Office, and, therefore, should future
enquiries reveal that there are any mortgages or charges, we have assumed that the Asset would be sold free of them.
We have not examined the Title Deeds or Land Registry Certificate.
2. That we have been supplied with all information likely to have an effect on the value of the Asset, and that the
information supplied to us is both complete and correct. We do not accept responsibility for any errors or omissions in
information and documentation provided to us.
3. That the buildings have been constructed and is used in accordance with all statutory and bye-law requirements, and
that there are no breaches of planning control. Likewise, that any future construction or use will be lawful (other than
those points referred to above).
4. That the properties are not adversely affected, nor is likely to become adversely affected, by any highway, town
planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed
by a local search or normal solicitors' enquiries, or by any statutory notice (other than those points referred to above).
5. That the buildings are structurally sound, and that there is no structural, latent or other material defects, including rot
and inherently dangerous or unsuitable materials or construction techniques, whether in parts of the building we have
inspected or not, that would cause us to make allowance by way of capital repair (other than those points referred to
above). Our inspection of the property and this report do not constitute a building survey.
6. That the properties are connected, or capable of being connected without undue expense, to the public services of
gas, electricity, water, telephones and sewerage.
7. That in the construction or alteration of the buildings, no use was made of any deleterious or hazardous materials or
techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering
and the like (other than those points referred to above). We have not carried out any investigations into these matters.

8. That the ownership and possible exploitation of mineral substances and/or gases present in the subsoil have not been
considered.
9. That the properties have not suffered any land contamination in the past, nor is it likely to become so contaminated in
the foreseeable future. We have not carried out any soil tests or made any other investigations in this respect, and we
cannot assess the likelihood of any such contamination.
10. That there are no adverse site or soil conditions, that the ground does not contain any archaeological remains, nor
that there is any other matter that would cause us to make any allowance for exceptional delay or site or construction
costs in our valuation.
11. That all fixed plant and machinery and the installation thereof complies with the relevant legislation. No allowance has
been made for rights, obligations or liabilities arising as a result of defective premises.
12. That the tenants are capable of meeting their obligations, and that there are no undisclosed arrears of rent or breaches
of covenant. For valuation purposes it is assumed that the tenants comply their obligations, and that there will be no
delays in the payment of rent or undisclosed contractual breaches.
13. That METROVACESA PROMOCION y ARRENDAMIENTO, S.A. developments will obtain within standard regular
timings the approvals in normal market situations for the different phases of Planning, Management and Urbanizing
Discipline. It has been taken into account that the approval of different urbanizing phases will be obtained with a pro-
active approach by the Client to obtain the necessary approvals.
3.1.2 . General Conditions
Our valuation has been carried out on the basis of the following general conditions:
1. Our valuation(s) are exclusive of VAT (if applicable).
2. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the
property(ies).
3. No allowance has been made for any expenses of realisation .
4. Excluded from our valuation(s) is any additional value attributable to goodwill, or to fixtures and fittings which are only
of value in situ to the present occupier.

5. In all cases, our valuation report includes facilities that are normally transferred with the property, such as boilers,
heating and air conditioning, lighting and ventilation, sprinklers, etc., while the equipment that is normally removed
before the sale has been excluded from our opinion of value.
6. It has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant EEC
legislation.
7. Output prices of different products are those with whom will go on sale at the market uses different delivery date. To
estimate the value a basis comparable are taken to the valuation date.
8. Each property has been valued individually and no allowance has been made, either positive or negative, should it
form part of a larger disposal. The total stated is the aggregate of the individual Open Market Values.
3.1.3. Special Assumptions
According to RIGS, only special cases can be established if they are reasonably achievable, relevant and valid in relation to the
special circumstances of the valuation. Appendix 4 of Red Book defines and gives examples of Special Assumptions.
In this report we have not been carried out any special assumptions

METROVACESA PROMOC16N Y ARRENDAMIENTO, S.A. September 2017 16

Description Location Surlaco Valuation 30.09.2017
Pending
MVC's Total Buildable MarkotValue Market Value Market Value
N'IDSAVILLS Una !DMVC Name of Asset Type of of Asset Principal Us t Municipality Province Market Rent{€) Net Exit Yie ld{%) GDV {€) Construction
Typology Area (sq m) {€) MVC {€) {€/sq m)
Costs (€)
1.1.1 Valjjcsa m Land Non urban Residential Javea Ak ante 73,626.46 0.00'.> n.a. n.a. 1,273,000 424,291 17.29
1.1.2 E0300401 Normon Land Fo~ 0ern>tted Residential Madrid Madnd 10,915.00 0.00% 47.782,000 16,479,000 19,308,000 19,308,000 1,768.78
1.1·Tot!l Residential Land 84,542.46 47.782,000 16,479,000 20,581,000 19,732,291
12.1 ZDD11201 La City Condominio Land Foty perrr;tted Hole! Hospitalet de Uobregat Barcelona 21,822.00 6.00% 68,501.000 35,686,000 18,520,000 18,520,000 848.68
1.23 E0300301 PI'(COMSI Lanrl Foty pem;ned Holei-Serviced Apartm er Madrid M:K:I rid 8,706.00 6.00% 22.489.000 8,212,000 10,000,000 10,00 0,000 1,148.37
12-Total Hotel Land 30,530.00 90,990,000 43,898,000 29,520,000 28,520,000
1.3.1 2D300e01 Cornelbl Larol F!Aiy pemitted Otlice Comella de Uobregat Barcelona 13,000.00 2.047,800 6.50% 54,072,000 14,991,000 8,458,000 8,458,000 650.62
1.32 ZD300701 La ~ Fase1 Laoo Fj,jlypennltled Otlice Hospitalel de Uobregat Barcelona 28,543.00 5,180,750 6.00% 144,949,000 32,555,000 28.578,000 28,578,000 1,00123
1.3.3 La ~ Fase 2 Laoo F!Aty penniUed Olfice Hospitalel de Uobregat Barcelona 23,511.00 4,267,596 6.00% 119,416,000 26,815,000 23,548,000 23,548,000 1,001.57
1.3.4 2!1300601 llllamanna Land Fj,jtypenritled Olfice lllladecans Barcelona 16,800.00 2,142.000 6.00% 58,730,000 16.981,000 7.862.000 7,862,000 487.98
1.3.5 2!1300201 Bolus Land Cl<gri:ed Ollice Barcelona Barcelona 9,477.00 2.018,636 6.00% 61,628,000 13,978,000 12.150,000 12,150,000 1,282.05
1.3.6 2!1300301 Satsa Land Or;anized Ollite Bon:elona Barcelona 16,733.00 3,347,948 6.00% 101,675,000 22.630,000 19,895,000 19,895,000 1,188.97
1.3.7 ZD300101 uacuna Land F!Aiy pennltt.d Ollite Barcelona Barcelona 9,960.00 2.119,320 6.00% 63,832,000 14,100,000 14,206,000 14,206,000 1.426.31
1.3.8 2!1300401 Lolnn Land Organized Otric:e Batcelona Barcelona 19,217.76 3,728,491 6.00% 109,829,000 27,142,000 19,658,000 ,,656,000 1,022.60
1.3.9 Mtdixon Land OruWed Otric:e Batcelona Barcelona 8,301.43 1,717,423 5.00% 50,264,000 12.131,000 9,150,000 9,150,000 1,10222
1.3.10 Peru·Pere r.l ACS Land OruW•d Office Barcelona Barcelona 5,299.60 1.096,769 6.00% 32,162,000 7,630,000 5,804,000 5,804,000 1,095.14
1.3.1 1 ZD300S01 llanoteras 14 Land Fully penritted Otric:e Madrid 1./adrid 12,016.00 1,968,912 5.75% 61,872,000 15,419,000 12.287,000 12,287,000 1,022.55
1.3.12 Zll301 001 """teburgos 1 U.nd Fully penrirted Office Madrid 1./adrid 58,653.00 11.298,562 5.50'~ 355,175,000 70,542,000 85,488,000 85,488,000 1,508.98
1.3.13 ZDlD1 1D1 """teburgos2 Land Fully pennltttd Ol!ice Madrid 1./adrid 11,250.00 2,247,360 5.50% 70,922,000 14.472,000 16,624,000 16,>24,000 1,477.69
1.3.14 ZD3D1201 """teburgos 3 Land Fully permitted Office Madrid 1./adnd 4,341.00 887,324 5.50% 27,877,000 5,887,000 6,278,000 6,278,000 1,446.21
1.3-To1al Office Land 235,1 02.99 44,069,909 1,312,803,000 295,673,000 269,984,000 269,984,000
1.4.1 Zll301BD1 IN-1·8 Land Fullypem1tted Logistic Yunquera Guadalajara 6,959.20 0.00% n.a. n.a. 161,000 161,000 23.13
1.4.2 ZDl016011 ZD301701 Polgono 7 Land Fully pem1tted Logistic Siguenza Guadalajara 99,468.80 0.00'~ n.a. n.a. 1,129,000 1,129,000 11.35
1.4.3 ZD3015ll1 Sec:tor l-8 L.arol Fwly pem1tted Logistic Torija Guadalajara 20,341.98 0.00% n.a. n.a. 1,193,000 1,193,000 58.65
1.4-Tolal Industrial Land 126,767.98 2.463,000 2.483,000
1-Tot:ol Land 476,943.43 44,069,909 1,451,575,000 356,050,000 321,588,000 320,719,291
2.1.1 ED300201 Aldeamayor Finished Product Fully pemitted O!lce Aldeamayor de San Mulil Valadoid 210.00 7,434 8.00% 83,000 n.a. 83,000 83,000 395.24
2.1-TotiiOtlices Finished Product 210.00 7,434 83,000 n.a. 83,000 83,000
2.2.1 EOJ00101 Campo de Gctf Valadoid Finished Pnoduct Fully pemitted Gorcourse Aldeamayor da San Martin Voladoid 91 1.80 0.00% 3,520,000 n.a. 3,500,000 3,500,000 3,838.58
2.2-Total Olllers Finished Product 911.80 3,520,000 n.a. 3,500,000 3,500,000
2-Total Finished Product 1,121.80 7,434 3,603,000 3,683,000 3,583,000
T~tal PortfoUo 478,065.23 44,077,343 _1,455,178,000 356,050,000 325,151,000 324,302,291
17
METROVACESA PROMOCI6N Y ARRENDAMIENTO, S.A. September 2017
savills.es savills
savills.es
savills
10 de Enero de 2018
METROVACESA, S.A.
Parque Metrovacesa Via Norte
Quitanavides, 13
Madrid, 28050
Estimado D. Jorge Perez de Leza
En el ambito de Ia valoraci6n de Ia cartera de Metrovacesa, S.A compuesta por 139 actives en distintas
ubicaciones en Espana, hemos realizado un estudio de sensibilidad del Valor de Mercado en funci6n de
posibles variaciones del precio de venta del producto terminado asf como de Ia tasa interna de retorno.
A estes efectos, hemos considerado por un lado Ia hip6tesis de sub ida y bajada del 1%, 5% y 10% sabre
los precios de venta de residencial contemplados inicialmente, Ia sub ida y bajada de 100 ppb sabre Ia
tasa interna de retorno (TIR), y finalmente, una subida y bajada de 25 y 50 ppb sabre las rentabilidades
de salida (Exit Yield).
Adjuntamos a esta carta el archivo en formate Excel con los resultados obtenidos.
Saludos cordiales
Jesus D. Mateo MRICS

Director de Valoraciones y Consultorfa
Savills Consultores lnmobiliarios S.A.

2
savills
3
savills
4
savills
5
savills
6
savills
(1) Tht w!~Ja~tfo~ c~~ol'l)i th~ ownenl'llp sf'lwo of rhc d ftoftt.

r4) ""-U WINed •1 ~of ttw: ~~ GDV, p~f'Mili'IC CM\J aNI ttlt "tfter outpvlts COfTesponds to IQml. of ttM OW'ItrWi!p.

8
savills
2 UE.16 "Aiamlllos osta" (AIQeelnu, Cadiz) tanized Cadiz loaelras Land 61.013,00 .391 00
3. 1 Parcel a~- 2.PE. "Aceeso su • (AJgecrnos, Cadiz) • oerrr loeelras Land 16,02o,oo 3,50~ •oo, • ,co
3.2 Parcela B- 2.PE. ~ceeso Sur" IAiaeciras. :~dizl • oerrr laeeiras Land 1_0~.980,00
4 >.UE.8 (Aigeclras, Cadiz) 1 oerrr loeclrn Land 1.600,00
La Reserva de Sotorebolo 1 oerrr loeeiras WIP .00
Locales Sotore 'olo 1 perrr laeeiras FiniSiled product ~0
:oto San Jose Chidono, :tdiz hie .na Land 4.: ~0 15.-
Cote san Jose Chidana. Cadiz! hotel :hidana Land
Manzana 9 ·: JP 5-32 "Po 0111 ero Norte" (Jerez, Cadiz) 1 oerrr letez Lan<
Manzano 10 -: UP 5-32 "Pozoa bero Norte• Jerez. Cadizl 1 oem lerez Lan<
MOJ1!8_M_ ·SUP 5- ~ ' P >ero Norte• Jere :adizl I oem !erez Lan< 00 3.1
•once~ Unifamlr.ar- JP ozoalbero 1 oru (Jerez, ;adizl 1 p.., 'erez Lan<
JP •ozoalbero ~011 (Jerez, ~dizl 1 perm '"'" Lan< .OO'll
t6. Hotelera)- PP La. lcai lesa" RE.6 . La Jnea, Cadiz) 1 pe"" nee nea Land ~ .Oil'll
1.2 <.6. •PC La AIC&IC >Sa" Rl<.6 La nea, idiz [Fu 1 permitted~ La~ ' nu Land 11)()% 12
1,3 t6.0 ·PPO '\.a AI_c:ajaesa· "' "" La Linaa, Cadi:< IFu 1 oermltted La nea Land _tOll% '.1~ '
1.4 1.6. ?PO "La Alcaidesa• RE.6 "" Unea. Cadiz La 1 ne;a Land 100% 1,802,51
1.5 1.6.F -PPO "La Alcaidesa· RE.6 La Unea, :Odiz IFU I permitted La I ne;a Land 100% i,890.49 5.681.
:tra.de Rota• Art>oteda ::.idizl. Turtsticos Land 100% 1.832 .200.
10.2 "Ctra.de Rota• Artloleda "'' • "''' . '"'· Cadiz) Hotelero 'n..v•1"'o"• "'" ,.., ~.. Land 100% 5.362,42 800.01)(),1)() I nt ' M 1
10.3 Ctra.de Rota• Arboleda Cadiz) Residenci at Land 19.32' ,02
Manzana 6. Villanueva Aldea ~eal !Puerto Real. Cadiz) • oerrr ted ·uer :ea Land 718.35 537.00C Oil
Man>_an~ ·Villanueva Aldea oal IPuerto Real. adizl • oerrr led ·uer :ea Lan< 718,35 53' .OOC
Manzana I· Villanueva Aldea ~ea •uerto ~eaJ. :adizl • perrr ted ·uer :eal Lan<
Manzana i ·Villanueva Aldta ~ea •uerto teal . :adizl • perrr ted \le teal Lan< CO ,
, AIDacerradc aril :adtz: ~ES 1 D) INon urban 1 i Lan1 ~0
12.2 , Albacerrado 'aril :6diz) HC LERO) [Non urban 1 an: Lan1
~~6·~;~bal:adiz) :~;n~~!:~ ~~:leba

12,3
13 PERl SS· oba .ani 21 1,0t
r--..,.;;,---t~.a=r:c='i:"erlaa"""ml~~~'=;:~;:i
1
Iimas Alta< 'El :uarto (Sevill• •~~:itted ;:~ ::~: .000.00
173.000.00
1.49: 14,10'/o
•arcola ' El • :uarto SeVIlla • permitted ,• ._ .an< .600,00 4.361 14,00%
·arcela R3.2 ·: U5-DBP-<l2 Imas \~as· tol Cuarto SeVIlla: • permitted <e\0 iev La n< .600,00 14.00%
·arcela R3.3. ' El Cuarto Sevilla: • oermi S..v La nd .600,00 4.361.
•arce ! "f 1lmas tas :uarto iev • oerm .and .600,00 4.361.00C.
•aru :uarto ;e, 'permI .and 6.600,00 4.361.00C.OO
•arce :uarto 'perm· .and 6.600,00 4, li)(l, 1.5·
•arce Cuarto 'perm .and 6.128.30 4; lOll.
•arc ! .: cuarto 'oem ·nee IS..v .an< 6.128.30
i.10 Paru J-1 Cuarto le'l 'DenT ISav .an< i.j28,30_ 4-Z '.000.00
i.11 Pareela R4.4 Cuarto le'l 'oerrr BIS..v ..an< 128,30 4-Z .000,00
•arce Jmas :uar • oerrr .an• '.000,00
•arce lmas :uar • perrr .an< '.000.00
'arce Imas :uar ' pem -""' 14,00%
'arce :uar • ptrrr 15eVIlla .anc 14,00%
•arce mas :uar eVIl [Fu • permitted IS..villa .and 14,00%
?aree R5'. 1• 1 JS- Jmas Altas" EJ -;uarto S..villa [Fut • permitted !S..villa S.."lla L3.11d ,00%
Parco R5'.2 · : JS- mas Altas' EJ -;uarto Sevilla • oetm<ttae S..v>ila L"'le i.19i ,Oil
•arce mas tas :uar iev • oerm Lane ·. 191 ,00
•arce mas ta. :uar iev I • oerm1 Lane 00
•arce mas :uar iev I • penml La ne
•arce mas :uar iev I oerm' La ne
•arce 1- : :uart <e\0 'perml Lane ~ 4.344.000,1)() 14.
•arce ! • SL Cuarto (Sev Ia) • perm Jla La nd 14.
1 I ' R. ~"Palm: 'AI 1s" El Cuarto ;ovilla) pem i iev II a La nd .000,00 14
' R.8 • Sl "'Palm 'AI "' El Cuarto 'Sevilla) IFull lj>ermltt~ ~~~ iev lla .and . 100,00 14,00%
·erciario T2•: naJ: Alias" Cuarto [Sevilla) I Fe I 1 permitted IS.- ISeviiia -"_nd_ 4. ,00 2. 14,1)()%
Parcel a R3'.P.1. SUS-C8P..O "Pal mas Alias" El uarto · >ovilla) I Full ' permitted ISev ISevilla .and 10% 6. 100.00 .000,00 14,00%
Parcela R3.P.I • SUS.C BP·C Pal mas Alias" E1 ;uarto, evilla) [FUJI permitted jSev [Sevilla .and 10% 6.900,00 1.4: .000,00 14,00%
,Parcela R3.P.2 • sUS-C BP·O Pal mas Alias" El cuano · OVIlla) rp~i jSevUla .ane 10% 6.900,00 000, .00
i : R.9. SUS-OBP· ~ "Pal mas Alias'' Et Cuarto · Sevilla) 1 oenmi ""I'' 1!10% 030,00 ,00'
i I JO · 'Patmas Altas• El' uarto !Sevilla) r oermi I ~ane 5.0'30,00 1.0' .000,00 .00'
IParce~1 R.4P · ~ "Palmas IIIias" El •:uarto (Sevilla) 1oerml I lane 6.868.30
1Parcela R6 • SUS-08P.02 "Pal mas Altas• EJ .uarto (Sevilla r oerm I lane 5.195.00 .000.00
1 I "Patmas Altas" EJ < :uarto (Sevlna) 'perm Lane 8.19; 5. OOil.OC
Gonz:aJo de Bilbao 1perm ISe' t•<n~ hed prceuc 209,98 .000,00 26 263.000.00
9
savills
18 ~lllrgen ~oclo · Parkin_g Full/ oerm tto1 .viDa levilla Finished oroducl 90.00 1,00 00( 0%
19.1 Parcels :5-'LaPica"MNC ,MNC !Almeria) Full/ oerm tte1 lmeria \lmeria Land 0%
19. Parcela c2 · .a Pica" MNC . MN02 {Almeria) Full/ PeTTI' tte1 lmeria '-!moria Land O'Yo
20 "AHu urin (Ainaurin de Ia rorre. Malaga) "UIII perrl' ne• IQ8 lnaurin oe Ia Terre Land
Le irag1 I y II R·2 1 penr nee lag a :epona WIP 11
PRC MC I Sl iMVCSYPl PARCELA R-: I I POTTI' nee · raoa :eoona La nd
Le raae Ill !-4 /COrTI' tte< · raoa :econa Land 04i
Le raa ' Ill !5-R6 /POm ttO< raaa :epona Land 4. 2.'
PR I SL (MVCSYP) PARCELA R-16 I pem tte< laqa :epona La nd 60 i.OO
PR I SL (MVCSYP) PARCELA R·2" 1 penr ne< lag a stepona Land 198. 1~ 0()%
PR I SL (MVCSYP) p~c;_ELA R·33 1pem tt_e< lagll_ E.stepona Land n.a.
PRC I SL IMVCSYPl PARCELA R·35 lOOm' lao a leooruo .anc n.
Suo ~• 1 1 oenr Iaaa leoona .an< 6. 00
uo .once I lac a lepona .an< _6 .'
up ance 11 oenr tag a teoona .an< - 4.750. 4.: .000, 12.00
.up :once I 'pen tag a lepona .am 9.076. .oo
:ance I 'perm ' tag a step on a Land 1.57:. .DO
<JP :ance I I stepona Land 2.795.
21.15_ '-'!'_ :ancelada R,1~ I laaa steoona Larl_< 100% 1.20.
21.16 >up :ancelae <_R-18 i laoa steoona Lan< mt, !0 326.000.00
' E· 1ncelae 1 R-20 ' oerrnl laaa 'stecona Lan< 1.057.000,00
las locos '-5"
las locos 10
' oerrnl
i
laaa
laga
l anuva
lanUva
Lan<
Lan• ~ ,. 2; .DOC
las locas 16 •perrni laga ;Manilva Land 82 89< .DOC )%
las locos >arcela 3U pem · ~- l~ l119a :Manuva Land 2. )%
;sa~ 1as Rccas >arcela 14 'ull 'oenn led IMalaga IMall_il"!' Land l% 54.00C l%
Vilas 1ia las oeas 'oerrnlned aoa IManilva IWIP l% 3, )%
~eia 'CP-:191 'permitted aaa IManilva IWIP l% '.82' 3. 194.000,0< l'>'>
·+sc '(Mart>etl , Malaaol ion urt>an aga IMarbella Land l% .
"Ar >Ia , . Marbella, Malaga Jevelopaole aga IMartella Land J% 5.682 ,
E
29 • "Ar 1/a II" Mar!>ella. Malaga Jevelo~able aga I Martella Land l% 3.038,73
29 ·"Artola II" Mart>ella. Malag a levelooat I lllalaaa lllarbell a .and 100% 5.239,50 z. 2.
URP '"Artola I" Mart>ella, Malaoa l•oerrntto< rt>ella • and 100% 1.941 DO 1.607
Samisor· errazas II l•o•nn tte< r!>ella 0 inished produ ct
87 a: I.OOC
•amisol· errazas Ill •perm tte< rbella N IP
liva ReSidenc< 'perrn ""' !Malaga rbella Land 2. 131.00(
'oorrn ttO< Malaga Lan '25.000 .00%
l2 UP L-4 casti ><>e Lagos· Velez. Malaga ' perrn ""' Malaga etez Land 63:1.000
UP L-4 Casti le Lagos· tetez:. Malogo 1 oerrn tt01 laaa <:z Lli_nd JO%
:as le ..aoos lez:. l:oa1 1 oerm tte< laaa lez Land l% 1. ).000
:as .aoos lez. laal 1 oerm tte< · raaa lez Land l% 3.
:as .aaos lez. lao• I perrl' tteo laqi lez Land l% 1. 1. I.OOO.OC
:as ..agos tez. taaa 1 pem neo lag a tez Land l% I.OC
:.s .aqos lez. lagl 1oom nee ilaga lez Land l%
:as ..ages' (v.!lez, M laga Fully pem ttee lez Lane 100%
:, 1 Ma;l!l~- Oficinas Fullypem rtell_ lAic oenaas Land )%
31 I , Madrid~ Industrial ullv oem tted Land )%
:core
cone
eoo
epo
ion uroan
ton urt>an
:con:.
Icore<
Land
Land
5C •<H
5( '"'
,.
11. 20.
20
lcorc epc ron urt>an <>rc Land 5C • <1) 20
rcorc epc ron urun ~ae leone. Land 50' >(11 20
41
4<
aldepo(o (Yeguada)
aldepclo I (Yeguada)
Ma<
adrid
lcore<·
IJcoro
Land
Lan<
50 ' (1:
jiO%
-
~ Valdepclo l~V (Yeguada ad rid Alcoro 50% 00.1 '.()( 1,00
4• Voldeoclo !Yeo< Ida AJcoro .an< 50 '.00(~00 '.000 67.
P11 DIS" I NC >urban AJcor .an< 40.04' 20.00%
uencarral lesa- · ere >ficinas 1 pennl~ed Mad< .an< ".51: 12,00%
uencarral lolel 'pen i~eo Mad .an. 10%
uen~m I :esidencia 'pem ~ed Madr .anr
uencarral :omercoal 'penn1~ea Mad .an<
>rc.D2 18~ )fldnas pen i~ea lrid vataeoeoas Land 0%
r2 orc.02 18~ 12, :Omercial 'cerrni Valdebe~ ·0%
~ Josefa Valc:arcel IF" 'penn' Madnd ~% 210.000.00
49 .Plaza del Ucec IFu •perrni Madnd i ished croduct ()% 16: .000,00 18: .000,00 18: .DO
50 Real de Aravaca Madnd · ished prod uct ()% 18,000,00 18.000.00 18.00C,OD ).00%
51 :Balc:On de las Alles Paracuellos ished product ()% ).00%
10
savills
>ec 'os I " ':Va lemoro. d) I oerrrittec Madr IVa jemoro carur 0% 1 !SC •
>ec •os " IVa lomoro. .d) Fu 1 oerrr ttec \adri Va lemoro l ano ; ,.l 2. 868.5C 9•
>ec •os "':Va lomoro, d) Full'""'"' ladrl· lomoro Lano 4. ,,., 55.05C.70 1.912.
>ec •os " Va lomC>I'C, d) 'uil 'oem' ladri· lemoro Lanc l% 2. 85' .OOC •00,
:oc 'as ':Va lemoro, d) 'ulll oerrr ladn. lomoro Lanc l% 3.' 1.
>ector ~A • (Valdemoro, Madrid\ 'oerrr ladr1· lemoro Laru 141
sector A segov' I 1 oem eoo• eoovia Lan< 4.
Sector A Segov· • oem eac• eoovia Cii\d 5.900,
>ec lor, >ecov ""' ovia Land 100' 4.800,
>ector,
>ec lor,
>eaov
>eaov
"'"
>eoov
:ooovi.a
>egovia
I"nd
Land
100
~ 100
4.800,00_
5.600,00 879.0ot 00
>ector >ecov >•oo• :ooov Lanc _100' 750.00C .00
>ector >egov • com ...., <tacv Lan. 100 2 •. 14 ,001
;ector >eg • com -eao• <taav Lanc 10 2. 14,00%
>ector, >egovi • com .oaov <tcov Lane 10 38
>ec lor, >eao" IO<JOV :eoov i:iii< 10 14
;eo lor : Seac> • oon •aov •acv Cind 10 4.150,00
;ector · SeQO\ 'OM IOQOV •QOV (iiid 4.150,00
:ector Sega> 'cenn .ed >eoov .,.., -""'
;oclor soga> 'aenn :eaov :eoov .anc .00%
Sector B Segov 'oenn· :eaov <tcov .anc 2. ,00%
Sector B Sogov • oenn eoov eco• .anc
>ector :ecov· • oonn· -•ao• •oo• :an<
:ector :oaov 'oen · ooo• ""'
>ector :egov ' conn· eoov ooov _.,..
>ector IOQOV 'oenn' .eoo• .eoov .anc
;ector :ogovi • cermi eaov eoov .an1
I
12 Sector B Sogovl• • oerm· eao• <toov ..an1 lO~
13 Sector B Sego_vi eaov eaov .an1
ector I IOQOVI i ·OQOV eoo' :ai1C 00%
•ector 1 :eco•' 'conn! ·oaov >ni 00% 2. 1,00
•odor I :egov' 'ull 'oonn'ttod .eaov .eaov .anc 1.8! ,00
~ ~~~~~~~·~~~~tor~~~~:ego~v·!iiiii~~~~~~~~~~~~~'~~ull•~~oerm~·~~~d~~~~~~~~l!~~~~~~~_.~~.,~~~~~~~~;;~~~~~~~4~.~~~~~~~~~~~~~;
lontesl JA-1 Parco
Montesi >n UA-' Parce
Montes1 )n UA-~· Parce
cotes Or1 UA-·
.cotes 0r1 UA-'
.ontes:on u,o..·
'a reo
'arce
'arce
' •• .,.
• oerm'
' oerm~
'oenn·
conn
'oenn
..anc
..anc
..anc
:an<
:;;-.,
..anc
54:
222.000 00
~+--~~~·~
lC;+----'n~'~
lO
00
00
00
00 ~
-'""l~
n.a.
n,a.
n.a
n.a.
n:a:
cotes Or1 'arce: ' oenn ..anc 222.00 n. o_
ontes •area • oenn ..anc 222.00 n.a.
on· orce • oenn .anc 222.00 n.a.
on arce •conn :inc 222 n.a.
on· arce • conn ttec Land 21 222 ooo n.a
.on· areel • conn tte< --""' 00 n.a.
on arc I • oenn .anc 00 n.a.
Mon A-16 •arce 'oerm .anc n.a
Men A·16 'arce 'oenn ..anc n.a.
Montes·on arce ' oenn .anc n.a.
Montes'on arce 'oenn :and n.a.
orcc • oerm :and 100! n.a.
arce • oenn :and 100' n.a.
arce I • oerm :and 100' 13.00 1.00 n.a.
arc<~ • oennitted . an< 100~ .00 l,OO .a.
arc Full • perm .an< 100o/o ri.a:
Men arc Fult' oerm . am 100% .00 -n.a.
Mon A-16 arce I 'oorm .an< 100% lO, n.a.
Men A·1 6 arce I • oerrr .an< 100% n..
26 Mo.,tesi~ JA-1 6 Pare. I 1 oerrr Lane ~% n.a.
Montesi6 JA-1 6 Parco I 'oen I Cii\d ,0% n.a.
28 Montesi6 JA-15 Parca 11 oen I Ciiid lO'ii_ .00 n.a.
29 Montosi6 JA·15 Parct I Land ~% ,35 !2.· ri.a:
'.30 Montes;6 JA-16 Parce 345 I 'cerrr ttec I Land ~% 1,6' !2.· n.a.
'.31 Montesi6n JA-16 Parce 346 1 cerrr ttec caruf ~% 1,88 n.a.
Montes;on JA-16 Paru 347 To Ciiid 100% ',1 4 222.0\lC ,00 n.a.
Montesi6n IA-16 Pare. 1 348 I l-and 100% 535.4: •.ooo.oo •.oc n,a,
11
savills
.35 Montesi A-1S 'arcola [Fu 'permitted ledo roledo Land 100'! 22.< ,00 100:)0 n.a.
'.36 Montesi •arce [Fu • permitted ledo ledo Land 100 '; 222. n.a.
'.3: Montesi •arce • oerm ledo .anc 2.22. n.a.
'.36 Montesi •arce • perm ledo """' 1C 222. n. a.
.39 Montesi •are• • oerm ledo .anc 1( 22 n.a.
'.40 Montes' •arc• • oerm ledo .anc 551 n.a.
'.41 •Montes' •arce • perm . an 556 lO n.a.
lontes' •arc• • oerm .and 590 n.a.
<>ntes Parco • Perm Lane 10 572 n.a.
<>n arco • perm Lane n.a.
<>n arco 'perm Lane n.a.
<>n are. ' perm Lan )0. l,OO n.a.
<>n arce r permitted ledo Lane 222. n.a.
len arc r perm meo teoo Land 00 U2. n.a.
Men ~sic Parco r permitt Land oo n.a.
Men ~ roermitt Lane 5 oo n.a.
Men Parco r permitt lane oo n.a.
Men Parco 1 permm l.anc n.a.
Men Pan 1 permitt Lan n.a.
'.54 [Montes UA-16 Parce 136 1 permittet :Sc Lane 00 _n.a.
',55 [Montes UA-16 Parco 136 Fu 1 permitted edo land 00 n.a.
IMontes •arce 1 oerm Land 1,60 n.a.
[Montes · 16 •atce 1 oerm Lane 1,7; !.00 n.a.
·arce 1 oerm Lan< 233.00 n.a.
•aree 1 perm Lane n.
•aree I 1perm I Larn )0
•arc 1penr ttec I Lan<
•arc I 1 oerrr ttec I Lant 78.
I 1 oenr ttec \Stu las Lant 119.
:urqosl I 1 pen ttec 'urqos urQos Lant 2.
tee :or :urges) I 1pen ttec •rgos ~tgos Lant .co
tec:or :urgosl I 1pen ttec os !urges Lant
tec:or :urges) 1permitted 'Urges urges Land
ieetor: :urges 1permitted 3urgos -urges Land ICC%
;ector :uroo• 1 perrr :uroos 'uraos Land 100% .OJ C
:urao• 1 perrr :uraos :u rges Land 650,
iector: I :urge• 1 perrr :urges urges Land i.OO 00 00~
I 1urgos 1 :urges :urgos Land 2. ,COl
I Iurges :urges lurgos Land 2. ,00 .co,..
iector 1Pc surgos ·aos Land 1.01 ,00
:amino• lta. Va!ladolidl Land 39. 450. B. '.51 .00 10,
-lac lenda I-IV res:ol WIP 9.
:ient lVI WIP ]0( .00 191 .QO_
sse ; Valladol taCIOHd Land 2. .00 00
.s: Jal6n (Valladohdl laCIOUd Land 16. .00 3. I.OOC
'JOn · cvanaa ,anlZed [Vatlaaoue taaoua Land .00
.os : iantos 2' JaiOtl (Vallaao~ll) IFul r oermitted [Vallaaolid Valadolld Land ,DO
i "Azucarera ria" P-4 cvalladolid) [Ful 'permitted [Valladolid Land ,DO
·"Aiiza" "CiOC' 1rc. ado~dl •oenn . one
tesid I Manzano26 •oerm . anc 511.000,00 i31.
rpenn .anc
rperm .ane 00'
omorc rperm 1 .an .13(). 00'
omer1 Fully perm led [Valade IV• I I Land 240. 00%
-Jolon ial" (V
dolid] Fully permitted IVa lado [Ve I I Land 13 . '.485. 00%
: "Pinar In" CV'
dclld) IFullv oermiHed IValladolid IVa I 1 • and 12. 0%
72 [Miradorde Jol6n IFullvoermiHed IValladolid IVai 1 .and 100% 2. 1. S4. ,00 1.23 250 0%
'-1 330 Pza del Gas CBIIbaol I Fully permitted Vizcava Bilbao "ini! hod product 92.400.00 92.400,00 92.400, 10%
130 .pz.a del Ges CBilbaol 1Fully permitted Vizeav• Bilbao •ini• hed product 3.630 ,00 3. i30,00 3.630, 10%
"CI Porti~o· La ;oruM1 I ;oruna ;oruna Lan< 9! 10%
' arranco eeo' Las Palmos. ;onana: Orqanizea os Patmas .as Patmas ae Gran Cana na lane 1.000
arranco -alitc (Mogan. (;anarta) 1Fully permtttea ran 1 an ana ~ogan l.an
~omisa 'san Agustin "M<raaor de san I Fully permitted lican11 \licanle land
1rad1 rae san ~•• : I Fully permitted licante_ \llcante [WIP lO%
1. 1 irador del Sur 1'licante) I Fullv oermitted llea nte \licante I Finished oroducl lO% 32~ '.68
79.2 I M~ador del Sur IAiieanlel IFullv permitted licante lticante I Finished oroduct 00% 99:09 1,00
12
savills
80.1- fPSr<iUe Norte~ ~~ ~ ~ 100% 13,00 5.000 ,00 5.000.00 5.000JJO
60.2 I Parque Norte (Aiicante) Fullv oermiHed IAIIc:ante iAiicante I Finished oroduet 100% 842.' 493. 493,1100, 49: 0~ 10%
81.1 I Parque Dorado I y 11 'Fully oermiHed IAiic:onte IAiicante I Finished oroduct _100% 385,00 531.000,00 531.000.00 531.000.00 0,00%
81.2 [Parque Doradojyll Fullv oermiHed IAiicante IAIIcante I Finished croduet 100% 69 ,1 15.00 15. 0.110%
82.1 I Parque Para lso I y II 'ully permitted 'ican IAIIcante I Finished oroduct 1001-'o 142,00 .000,0 1 1.000 1.000.00
arque Para lso I y II 'ully permitted lean All canto I Finished oroduet 100' 30 15. ·0%
cha . Alic.antal 1an!zed ican Elehe Land 9.65' 4. 1S 10%
IE!che. AJ;c 1 oermitted Ican Elcho Land 12~ 12.00%
1 Acequicn' 1 permitted ic:an Torrev1o i:ii\c ,. )9' 25 1,00%
Ful 1 permitted Ican 'orr!OVI• lAn< 15.591 26
F-3 Ji~ ·on evi• LAnr 1: .35: 99
86. [Patc<! "''""' :as lenicas im Lanr 8.142 22
86; [Para
"''""'
~~ icas im l.an< 342.000,00
•ara IDOTm icas lm Lan< 538~00 >~00
•ara IDOTm lc.as im Lane 2.1 1.26;
•ara IDeTm icas im Lane 12;
•arc:.t I DOrm lcas lm cane 1.10( 00,00
•ara len lm rru;.
•are< '""""
1oermittec :aotel :.a. Lanr 15,1 !9,' 5.1
1• .00
•ara 1 permittee I LAn< 15.1 !9, 5.1 5.1

88 •an ora mica 1 oermirtec I Finis ned crnduct 10C .00
89 lmenara I vI C:ast,ll6nl 1 oermiHec I FiniS>ed oroduct 10C 00
inardel 1 oermitte< I I Fini<>ed oroduct 61 00,
I''Belcaire . IN onc6far. :astellonl 1 oermirtec I to nco Lane
Cor aoena. Murcia) Parula Hotel era •oaniud urc artaQona Lane .500.1
Cor gena, Murcia) Parula Residencial lfoanized urc :artagena [iiid
" C:ort.ooeno. Murcia\ Parcela rerclar! tanizod urc :artaoena Land 200,1 •00, 37. t78 ' 10%
orre , ame .os Alcazaros, Murcia. areola RA: 1 oerm ttec urc .DsAtcazores Land 0% 744 .6; 176 ' 10%
orre ' ame .os Alcazaru, Mu :ia. cola RA: oerm ttec .os Alcazares Land 0% 744,6; 176 ' 10%
orr•' ame .os Aic4 res. Me :ia. ceta RA3 · oerm ttec ure .os A lellzares [iiid 00% T44,6; .-.00%~
1.4 rorre' ~a me I . ~urcia >arcola A39 1 perm ttec ure _os .lcazares lAn< 215,49
1.5 rorre 1 <om ' (Los, I zares, ·cia •arcola RA57 'c orm Hoc urc .tcazoros LAnr 334,84
:P-C:H-0: . Se or Est1 .hur urcial >anized urc urc Lanr _28.821,00
'urra· lure · oerm Hoc urc urc Lanr 6.:
'urra· lure 1oerm ttec urc urc Lanr
'urra· lure · oerm ttec ure urc Lan<
,urra · IBA3B Fu · oerm ttec urc un: [iiid
' urra · IBA 3C urc urc Land 100% 00%
'urra 4 Me _RBA 30 Full · oerm urela urcia Land 0% :>0%
95. ZM-CH-'1 UA.2 'urra 4 1~urc _RBA 60 urcia urcia ~nd 0% 832.1
96 PN-07 UA,2 Ell untal Ed. Montblanc /Murcia\ rcia urcia .and lO%
Ufafar eno f.lfar MP 11 . 75.000
Betera II I Betera. Valencia\ ·oerm :enc itera .and 4." 4.!
Villas de Ia :aJd""'"a oerm <>no itera ::iiid 28.1
Moll d'Animeta (Quart de Poblel. Volencia) II'Qanized lenc !uartd<>Poblet Liiid 56.1
Sagunto PUerto SUNP-VIi anized aoun• a nd
102 Sasunto Pueblo N.Palanela (Sagunto. Valanela)
"""'
one aoun .and 100% 10.701.
104 Veda! IV one orron ' inished oroduct 100% ~ 210.00<
edat VI oerm ono orren MP 695.000,
edatVIi 1 enc· orren MP 139.1 00,00
edat VII oerm· one ran WIP
amino Moreras It (Valenclo) ·perm ttec :enc alene Liiiid !3, 25.:
arrino Moreras tt (Valonela) Parceia Jso ·rerciario Fu · cermitted Va !one' Valonca lind 1,000
Gar>cjia_Pio :m. v It Fu · oermitted va lenc· Gandla Finished oroduct- .000 9'.
1.2 Gandia Pio :<11. v It Fu · oermitted Valenei Gandia Finished croduct 00 :.000,00
111.1 Moreras vt>O (Valencia\ Fultv oerrnltled Valencia Torrent Finished oroduct 100% 286,00 393.000,00 393.000 ,00 393.000. 00 0.00%
Moreras vt>C Nalenclal Fultv oerrnitted Valencia Valencia Fin ished orcduet 0% 156.00 15.000,00 15.000 ,00 15.1 00, 00 00%
112.1 ~eso_rt~(Valencla) Fu · oerrnltled lencla lenc Flni•hed oroduct 11 % 333,00 445.000.00 445.1 44, . 0.00%
lU ~esort (Valencia) r oerrnilled eneio on< i 45 .000,00 45.
>atema II IV lencial r oermitted encla en• " ini• hod croduct 25 .00 )00,
114 :arcaixent /alene; · StoraQO oermitted oncia ini• hed oroduct ,00 )00,
115 <amon Tum "Fr.Mar lim Poble No" ' (Barcelona) Or 1anized colona Ina i:ii\c 5.~2~.35 8.74 .
116 'ere IV UA PERl Paltars [Fu 1 permitted larcelona lar,.lona NIP 100% 590,00
_11: C:astellar do O.velooable !Barce lona :asto liar del Valhls Land 100% s. .00 3.40 )00,
118 La Guinardera tt-1'F 'San :ucatl I Fultv oerrnitted IBarealona Sant uoat !Fin ished oroduct 10CWo 1.45 :100, 8.
19. La Guin ardera It VTA (San :uoat) I Fullv oermitted !Barcelona San! uoat !Fi nishe d oroduct 100% 29.30 15 .000~00 15. :>0:
13
savills
Paraue Vall Parodis •:•Rub! I 1anlzed areelona arrasa cam

:asometrc arrasa. Barcelona) 1 permiHed areelona arrasa Lane
'rat oa anrasa. Barce lona) 1 permitted rc:elona arrasa Lane ! ,00~
:cpa or leida) pareela I dos 1 • restantes 1 perm1tted leioa lelda La ne 2.47'.000
:cpa or leida] 1 permitted reroa 16ida Lane !,00
teside nel2 ~cpa Yor F 1perm 1ed le[<la l~icla La ne
:ant Jordi rarraoonal Parcela .~-1 1cerm 1ec anracona La ne 3. 155.
125.2 ISan Jo rdi UA. rarraoonal Parcela ::-s 1perm 1ec anracona La ne 4.
ISan Jo rdi UA. ranraaona) Parcela c-aa 1 perm 1ec anraaona La ne 13,1 )%
).4 ISan Jo rdi UA. ranragona) Parcela C6b 1 pem 1ec arTagona La ne )3,1
La !HO$Ci :1e Uobregat) 1 pem ;ec -c:e10na Hosoi1alet de Uobregat La ne 6 1.
~Et 1AJeoreon •promo Non urban Madrid Alc:orc6n Land 118.• •.oo 00.1
1.1 UZF • 02.2 .OS 1ROSVLI51 Organized Madrid ladn La nd 87.5:
12 UZP. 02.2 L.OS ;R_RQS\,>1'() 151 tanized drid ladn La ne 8:'.52! .00
LO. 1 cermiHed lit klec iras Lane 3.079,14
--·
!esMienc:io ::>a~ liz JQec iras Lane 3.88· 750.00000
.& DA N-1 1 cermitted taga ~·'-'ViS Lane .14C, r2.100.00
\A.& DA ~ I con lltte<O tag a Lane .19~ 8.
DA N-1 ilaaa .,. "'vis Land 1.081 124.' 100 .00
IAHI ~S OCAS ilaaa lani va .anc )37 4.1 )0,00
131.02 IAHI LAS OCAS IComerciall • cenr ilao• laniVa ..anc 420.000,00 )Q,I
SEC DR ; Bl IALUA SUR. N' 13A • cenr :ant llcante .anc .OOC, 14.
;eet <res ' I v I del PGDU de Betera • penr enc etera .anc 13,
:RA R·' 12 1anizec enc etera .anc
i Vival • pemtitted enc· •ueno >aQunto NIP . !27.
•uer aaun esto ~~ ~-C ISB 1 IFul • pemnined •V• enc' •ueno ragunto .anc '40
•uer ,gun eslo sue ~-(; ISB RESl IFul • permitted Na enc' •ueno raount o 122,
'uer laaunto esto sue ~-A • cermiHed IV• enc •uen raounto '"'
.anc 1.41 ' .
•uer ;aaun • sue >/·A lA I • permitted IVa encl •uen ;agunto .anc 99l
•uer .aaun >I· A I • permitted IV• enc1 '\<en ragunto . anc
'uer ;aoun v-A 14 1 pennitted IV• enc 'uer1 lagunt o .anc
'uer "'aun IZA~ , V-C.OL-01 VPP I ' penniHed IV< i 'uer1 'Sagunto Land 15.
1un M, W . V-COL-3C IFu • permitted enCI 'uerto Segu nto .and 11.
cen. 1.2 Organized Sevilla >evil! . and 11. B.
l raanized I iiia :evil! ca nd 2.
138 Se> I cen. ! / Comercran )rganized Iiiia :evil La nd 1. !.00 .00
138 Se> cen. I (VPC lrQanlzed ~lla :OVII Land ,00 1.000 .00 Q_ll%
139 •uaJ let. :ran . tanzana. Parcel a 4 'uitv permitted 1enc~ !wall del Pobl&l NIP 0%
139 '"" ' ret :ran . tanzana. PU cones Valenaanas WilY permitted Ieneta !uart del Poblet IW IP 13. 0%
1.247.053 000 1329 026 000 1.417.101.000
( 1) The valuation con<:erns only the ownership share of the e!lent.

(4) Assets va lued ulOO% ofthe ownership, GDV, pendinc eosts and the other outj)llsts corresponds to 100% of the ownership.
14

15
The following table include detailed parameters as the market rent and exit yield, amplifying the hypothesys of the previous appendix.
360m ooo 341.982 ooo ns 534 ooo 310,144,ooo 296,161 ,ooo
16
savills.es savills
METROVACESA PROMOCION Y ARRENDAMIENTO, S.A. Septiembre 2017
savills.es
savills
11 de Diciembre de 2017
savills
METROVACESA PROMOCI6N Y ARRENDAMIENTO, S.A.
Parque Metrovacesa Via Norte
Quitanavides, 13 Jesus Mateo
Madrid, 28050 E: jmateo@savills.es
T: +34 91 3101016
F:+34913101024
c/ Jose Abascal, 45 -1• planta

28003 Madrid
savills.es
Estimado D. Jorge Perez de Leza
En el ambito de Ia valoraci6n de Ia cartera de Promoci6n y Arrendamiento, S.A compuesta por 23 actives

en distintas ubicaciones en Espana, hemos realizado un estudio de sensibilidad del Valor de Mercado en
funci6n de posibles variaciones del precio de venta del producto terminado asf como de Ia tasa interna de
retorno.
A estos efectos, hemos considerado por un !ado Ia hip6tesis de subida y bajada del 1%, 5% y 10% de
residencial sabre los precios de venta contemplados inicialmente y par otro Iado Ia sub ida y bajada de 100
ppb sabre Ia tasa interna de retorno (TIR)
Adjuntamos a esta carta el archive en formate Excel con los resultados obtenidos.
Saludos cordiales
Jesus D. Mateo MRICS

Director de Valoraciones y Consultorfa
Savills Consultores lnmobiliarios S.A.
Offices and associates throughout the Americas, Europe, Asia Pacific, Africa and the Middle East.
Savills C<oJh:~tJU(lte:~-lhmOhiiiHtio'!l, S.A. cl Jos6 Abo"Sud, 45 -1 1 phmta. 28003 Madrid. NIF: A7~9o471330 2
savills

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• 33 ' !"! ~ =~ 'J ~~~ ':!~::! ~ ~~j ~-.:-.:
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ti
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~
savills.es savills
ANNEX III –PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
A-II-1
pwc
METROVACESA, S.A. (anteriormente denominada

METROVACESA SUELO Y PROMOCION, S.A.):
Informe especial del auditor independiente sabre la compilaci6n
de la informacion financiera consolidada pro-forma incluida
en un folleto a 30 de septiembre de 2017
pwc
INFORME ESPECIAL DEL AUDITOR INDEPENDIENTE SOBRE LA COMPILACION DE
LA INFORMACION FINANCIERA CONSOLIDADA PRO-FORMA INCLUIDA EN UN
FOLLETO
AI Consejo de Administracion de Metrovacesa, S.A. (anteriormente denominada Metrovacesa Suelo y

Promocion, S.A.):
Hemos llevado a cabo nuestro trabajo sabre la informacion financiera consolidada pro-forma adjunta
de Metrovacesa, S.A. y sociedades dependientes elaborada par los Administradores de Metrovacesa,
S.A., que comprende el balance consolidado pro-forma al30 de septiembre de 2017, la cuenta de
resultados consolidada pro-forma para el periodo de nueve meses finalizado el3o de septiembre de
2017 y las notas explicativas. Los criterios aplicables utilizados par los Administradores de
Metrovacesa, S.A. para la compilacion de la informacion financiera consolidada pro-forma, que se
incluyen en la Nota 4 de dicha informacion financiera consolidada pro-forma, son los recogidos en la
Regulacion de la Union Europea contenida en el Reglamento (CE) N° 809/2004 yen la actualizacion
de ESMA de las recomendaciones de CESR para la implantacion consistente de la citada regulacion
(ESMA/2013/319) yen las aclaraciones contenidas en el documento ESMA 31-62-780.
La informacion financiera consolidada pro-forma ha sido compilada par los Administradores de

Metrovacesa, S.A. con el fin de ilustrar el impacto que la ampliacion de capital no dineraria descrita en
la Nota 2 hubiera supuesto en el balance consolidado yen la cuenta de resultados consolidada de
Metrovacesa Suelo y Promocion, S.A. y sus sociedades dependientes al30 de septiembre de 2017 y
para el periodo de nueve meses finalizado en esa fecha, como si dicha transaccion hubiera ocurrido el
30 de septiembre de 2017 yell de enero de 2017, respectivamente. Segun se indica en la Nota 3 de la
informacion financiera consolidada pro-forma adjunta, la informacion utilizada como base para la
compilacion de la informacion financiera consolidada pro-forma ha sido extraida par los
Administradores de Metrovacesa, S.A. de los estados financieros intermedios consolidados de
Metrovacesa Suelo y Promocion, S.A. y sus sociedades dependientes al 30 de septiembre de 2017 y
para el periodo de nueve meses finalizado en esa fecha, preparados de acuerdo con los requerimientos
establecidos en la Norma Internacional de Contabilidad (NIC) 34, Informacion Financiera Intermedia,
adoptada par la Union Europea, para la formulacion de estados financieros intermedios completos, y
demas disposiciones del marco normativo de informacion financiera que resulta de aplicacion en
Espana sabre los que hemos emitido con fecha 8 de enero de 2018 un informe de auditoria en el que
expresamos una opinion favorable, de los estados financieros intermedios consolidados de
Metrovacesa Promocion y Arrendamiento, S.A. y sus sociedades dependientes al30 de septiembre de
2017 y para el periodo de nueve meses finalizado en esa fecha, preparados de acuerdo con los
requerimientos establecidos en la Norma Internacional de Contabilidad (NIC) 34, Informacion
Financiera Intermedia, adoptada par la Union Europea, para la formulacion de estados financieros
intermedios completos, y demas disposiciones del marco normativo de informacion financiera que
resulta de aplicacion en Espana, sabre los que hemos emitido con fecha 8 de enero de 2018 un informe
de audita ria en el que expresamos una opinion favorable y asimismo, se han utilizado como base para
la preparacion de la informacion financiera consolidada pro-forma la escritura de 27 de noviembre de
2017 (inscrita el4 de diciembre de 2017) referida al primer aumento de capital descrito en la Nota 2 y
la escritura de 8 de enero de 2018 referida al segundo aumento de capital, ambas decisiones derivadas
de la Junta General Extraordinaria de fecha 24 de noviembre de 2017, previa obtencion del informe de
administradores y del informe de experto independiente conforme con el articulo 67 de la Ley de
Sociedades de Capital.
PricewaterhouseCoopers Auditores, S.L., Torre PwC, P 0 de la Castellana 259 B, 28046 Madrid, Espana
Tel.: +34 915 684 400/ +34 902 021111, Fax: +34 915 685 400, www.pwc.es 1
R. M. Madrid, hoja 87.250·1, folio 75, tomo 9.267, libro 8.054, secci6n 3'
lnscrita en el R.O.A.C. eon !!I nlimaro S0242- CIP 8-79 031290
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Responsabilidad de los Administradores sobre Ia Informacion Financiera Pro Forma
Los Administradores de Metrovacesa, S.A. son responsables de la preparacion y contenido de la

informacion financiera consolidada pro-forma, de acuerdo con los requisitos del Reglamento (CE) N°
809/2004 y con el contenido de la actualizacion de ESMA de la recomendacion de CESR para la
implantacion consistente de la citada regulacion (ESMA/2013/319) y de las aclaraciones contenidas en
el documento ESMA 31-62-780. Asimismo, los Administradores de Metrovacesa, S.A. son
responsables de las asunciones e hipotesis, recogidas en la Nota 4 ala informacion financiera
consolidada pro-forma, en las que se basan los ajustes pro-forma.
Nuestra responsabilidad
Nuestra responsabilidad es emitir el informe requerido en el punta 7 del Anexo II de la Regulacion de

la Union Europea (Reglamento (CE) N° 809/2004), que en ning(m momenta puede ser entendido
como un informe de auditoria de cuentas, sabre si la informacion financiera consolidada pro-forma ha
sido adecuadamente compilada, en todos los aspectos significativos, par los Administradores de
Metrovacesa, S.A. de acuerdo con los requisitos del Reglamento 809/2004 y con el contenido de la
actualizacion de ESMA de la recomendacion de CESR para la implantacion consistente de la citada
regulacion (ESMA/2013/319) y de las aclaraciones contenidas en el documento ESMA 31-62-780 y
con las asunciones e hipotesis definidas par los Administradores de Metrovacesa, S.A.
Nuestro trabajo ha sido realizado de acuerdo con el contenido de la Norma Internacional de Encargos
de Aseguramiento 3420 "En cargos de Aseguramiento sabre compilacion de informacion financiera
pro-forma incluida en un Folleto", emitida par el International Auditing and Assurance Standard
Board, que requiere el cumplimiento de los requerimientos de etica aplicables y que el trabajo se
planifique y realice con el objetivo de alcanzar una seguridad razonable sabre si los Administradores
han compilado la informacion financiera pro-forma, en todos los aspectos significativos, de acuerdo
con los requisitos del Reglamento 809/2004 y con el contenido de la actualizacion de ESMA de la
recomendacion de CESR para la implantacion consistente de la citada regulacion (ESMA/2013/319) y
de las aclaraciones contenidas en el documento ESMA 31-62-780 y con las asunciones e hipotesis
definidas par los Administradores de Metrovacesa, S.A.
A los efectos de este informe no somas responsables de actualizar o re-emitir informe u opinion alguno
sabre la informacion financiera historica utilizada en la compilacion de la informacion financiera
consolidada pro-forma, ni de expresar ninguna otra opinion sabre la informacion financiera pro-
forma, sabre las asunciones e hipotesis utilizadas en su preparacion, ni sabre partidas o elementos
concretos, ni hemos llevado a cabo una auditoria o una revision limitada de la informacion financiera
utilizada como base para la compilacion de la informacion financiera consolidada pro-forma.
El proposito de la informacion financiera consolidada pro-forma que se incluye en los folletos

informativos es (micamente ilustrar el impacto de un hecho o transaccion significativa sabre la
informacion financiera historica de la entidad, como si el hecho o transaccion hubiera ocurrido en una
fecha anterior fijada a estos efectos. Dado que esta informacion financiera consolidada pro-forma ha
sido preparada para reflejar una situacion hipotetica, no tiene par objeto representar, y no representa,
la situacion financiero-patrimonial ni los resultados de las operaciones de Metrovacesa Suelo y
Promocion, S.A. y sus sociedades dependientes. En consecuencia, no expresamos una opinion acerca
de si la informacion financiera que se hubiera obtenido de haber ocurrido a 30 de septiembre de 2017
y a 1 de enero de 2017la transaccion descrita, se corresponderia con la informacion financiera
consolidada pro-forma adjunta.
2
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El objetivo de este tipo de informes es proporcionar una seguridad razonable sobre si la informacion
financiera consolidada pro-forma ha sido compilada, en todos los aspectos significativos, de acuerdo
con los criterios utilizados en su preparacion, y requiere la realizacion de los procedimientos
necesarios para evaluar silos criterios utilizados por los Administradores en dicha compilacion
proporcionan una base razonable para presentar los efectos significativos directamente atribuibles al
hecho o transaccion y para obtener la evidencia apropiada y suficiente sobre si:
• los ajustes pro-forma muestran el efecto apropiado segun los criterios arriba mencionados;
• la informacion financiera consolidada pro-forma refleja la adecuada aplicacion de dichos ajustes

a la informacion historica; y si
• los criterios contables utilizados por los Administradores de Metrovacesa, S.A. en la compilacion
de la informacion financiera consolidada pro-forma son consistentes con los criterios y politicas
contables utilizadas en la preparacion de los estados financieros intermedios consolidados de
Metrovacesa Suelo y Promocion, S.A. y sociedades dependientes al30 de septiembre de 2017.
Los procedimientos que hemos llevado a cabo dependen de nuestro juicio profesional, considerando
nuestro entendimiento de la naturaleza de la entidad, del hecho o transaccion sobre el que la
informacion financiera consolidada pro-forma ha sido compilada y otros h echos y circunstancias
relevantes para el encargo.
Adicionalmente, nuestro trabajo requiere evaluar la presentacion de la informacion financiera

consolidada pro-forma en su conjunto.
Consideramos que la evidencia obtenida es suficiente y apropiada para servir como base para nuestra
opinion.
Nuestra Independencia y Control de Calidad
Hemos cumplido con los requerimientos de independencia y demas requerimientos de etica del Codigo
de Etica para Profesionales de la Contabilidad emitido por el Consejo de Normas Internacionales de
Etica para Profesionales de la Contabilidad (IESBA), que se basa en los principios fundamentales de
integridad, objetividad, competencia y diligencia profesional, confidencialidad y comportamiento
profesional.
Nuestra firma aplica la Norma Internacional de Control de Calidad 1 (NICC 1) y mantiene en

consecuencia un exhaustivo sistema de control de calidad que incluye politicas y procedimientos
documentados relativos al cumplimient o de requerimientos de etica, normas profesionales y
disposiciones legales y reglamentarias aplicables.
Opinion
En nuestra opinion:
• La informacion financiera consolidada pro-forma adjunta ha sido adecuadam ente compilada en

funcion de los criterios utilizados y de las asunciones e hipotesis definidas por los Administradores de
Metrovacesa,S.A.
• Los criterios contables utilizados por los Administradores de Metrovacesa, S.A. en la

compilacion de la informacion fi.nanciera consolidada pro-forma adjunta son consistentes con los
criterios y politicas contables utilizadas en la preparacion de los estados financieros intermedios
consolidados de Metrovacesa Suelo y Promocion, S.A. y sociedades dependie ntes al3o de septiembre
de 2017.
3
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Distribucion y uso
Este informe ha sido preparado a petici6n de Metrovacesa, S.A. en relaci6n con el proceso de
verificaci6n y registro del Prospectus de Metrovacesa, S.A. en el marco de admisi6n a cotizaci6n de sus
acciones en las Balsas de valores de Madrid, Barcelona, Bilbao y Valencia y, par consiguiente, no
debera ser utilizado para ninguna otra finalidad ni mercado, ni publicado en ningun otro documento
de naturaleza similar distinto del Prospectus sin nuestro consentimiento expreso. No admitiremos
responsabilidad alguna frente a personas distintas de las destinatarias de este informe.
PricewaterhouseCoopers Auditores, S.L.

INSTITUTO DE CENSORES
)URADOS DE CUENTAS
DE ESPANA
PRICEWATERHOUSECOOPERS
AUDITORES, S.L.
Gonzalo Sanjurjo Pose - 2018 N" 01118/00778
Ano - 30 0 0 EUR
SELLO CORPORATIVO: •
9 de enero de 2018
·································
lnforme sabre trabajos distintos
a Ia auditorfa de cuentas
·································
4
MODULO DE INFORMACION FINANCIERA CONSOLIDADA PRO-FORMA
(Redactado segzin el Anexo II del Reglamento (CE) n° 80912004, de Ia Comisi6n Europea de

29 de abril de 2004, en su redacci6n actual).
1. ANTECEDENTES Y OBJETIVO DE LA INFORMACION FINANCIERA

CONSOLIDADA PRO-FORMA
La informacion financiera consolidada pro-forma adjunta presenta el balance consolidado pro-

forma de Metrovacesa, S.A., (anteriormente denominada Metrovacesa Suelo y Promocion,
S .A.) (en adelante, Ia "Sociedad dominante") y sociedades dependientes (en adelante, el
"Grupo") al 30 de septiembre de 2017 y Ia cuenta de resultados consolidada pro-forma para el
periodo de 9 meses finalizado en dicha fecha, que han sido preparados a partir de, y deben ser
leidos en conjunto con, los estados financieros intennedios consolidados de Metrovacesa Suelo
y Promocion, S.A. y sociedades dependientes al 30 de septiembre de 2017, preparados de
acuerdo con los requerimientos establecidos enla Nmma Intemacional de Contabilidad (NIC)
34, Infom1acion Financiera Intem1edia, adoptada porIa Union Europea, para Ia formulacion de
estados financieros intermedios completos, y demas disposiciones del marco normativo de
informacion financiera que resulta de aplicacion en Espafia.
El 30 de junio de 2017 la Junta General de Accionistas de Ia Sociedad dominante acordo el

cambio de denominacion social a Metrovacesa, S.A., sujeto al cumplimiento de determinadas
condiciones suspensivas. Dicho cambio se ha inscrito en el Registro Mercantil de Madrid con
fecha 29 de noviembre de 2017.
La informacion financiera consolidada pro-forma adjunta se ha preparado con el proposito de

ilustrar, sobre una base pro-fmma, el impacto potencial en el balance consolidado al 30 de
septicmbre de 20 17 y en Ia cuenta de resultados consolidada del periodo finalizado en dicha
fecha, de la contribucion a! Grupo de Metrovacesa Promocion y Arrendamiento, S.A. (en
adelante, "MPYA") a traves de una ampliacion de capital no dineraria, operacion que se
describe en mayor detalle en Ia Nota 2 de este mismo documento (en adclante, la
"Transaccion"), como siesta se hubiera producido el 1 de enero de 2017, a efcctos de Ia cuenta
de resultados consolidada pro-fonna, y el 30 de scptiembre de 2017, a cfectos del balance
consolidado pro-forma.
La informacion financiera consolidada pro-forma adj unta se ha preparado (micamente a efectos

ilustrativos, tomando en consideracion las hipotesis definidas por los administradores de Ia
Sociedad dominante, las cuales se consideran razonables en las circunstancias actuates, asi
como sobre Ia informacion disponible a Ia fecha de su preparacion. Las hipotesis empleadas
por los administradores de la Sociedad dominante en Ia preparacion de Ia informacion
financiera consolidada pro-forma adjunta se describen en Ia Nota 4 a esta informacion
financiera consolidada pro-fmma.
Dado que la presente informacion financiera consolidada pro-forma ha sido preparada para
reflejar una situaci6n hipotetica, no tiene por objeto representar, y en consecuencia, no
representa, Ia situacion financiera o los resultados del Grupo de habcrse producido Ia
transaccion descrita en Ia Nota 2 en las fechas indicadas anteriormente. Asimismo, Ia
informacion financiera consolidada pro-forma no es indicativa de Ia situacion financiera o de
los resultados futuros del Grupo.
La informacion financiera consolidada pro-forma ha sido preparada exclusivamente con el
proposito de ser incorporada al prospectus a presentar porIa Sociedad dominante en el contexto
de Ia admision a cotizacion de sus acciones en las Bolsas de Madrid, Barcelona, Bilbao y
Valencia.
Los Administradores de Ia Sociedad dominante son responsables de Ia preparacion y del

contenido de Ia informacion financiera consolidada pro-forma adjunta y ha aprobado dicha
informacion financiera consolidada pro-forma el 8 de enero de 2018.
2. DESCRIPCION DE LA TRANSACCION
Metrovacesa Suelo y Promocion S.A. se constituyo por tiempo indefinido por escision parcial
de Ia sociedad Metrovacesa S.A. (en adelante, "Antigua Metrovacesa") el 18 de febrero de
2016. Como resultado de dicha escision, Metrovacesa Suelo y Promocion, S.A. y sus
sociedades dependientes representan un grupo que adquirio en bloque y por sucesion universal,
el patrimonio perteneciente a Ia rama de actividad de Suelo y Promocion de Ia Antigua
Metrovacesa.
A 30 de septiembre de 2017, los accionistas de Ia Sociedad dominante estan representados por

Grupo Santander (70,32%) 1, Grupo BBV A (29,64%) y otros accionistas minoritarios (0,04%).
El objeto social de la Sociedad dominante y sus sociedades dependientes es la adquisicion o

construccion de toda clase de fincas y construcciones para su edificacion o mejora con el fin
de su ulterior venta, Ia promocion, urbanizacion y parcelacion de bienes inmuebles en general,
Ia adquisicion de suelo, aprovechamientos urbanisticos o cualquier clase de derechos reales
sobre bienes inmuebles para su venta, asi como el desaiTollo de actuaciones de gestion
inmobiliaria en beneficia propio o favor de terceros y Ia promocion y gestion de comunidades
inmobiliarias.
En relacion a Metrovacesa Promocion y Arrendamiento, S.A., Ia sociedad se constituyo el 20

de octubre de 2016 por tiempo indefinido, como consecuencia de la escision total de Ia Antigua
Metrovacesa, que se aprobo en Ia Junta General de Accionistas de esta el 15 de septiembre de
2016, en Ia que se produjo Ia extincion de Ia Antigua Metrovacesa, consistente en Ia division
de todo su patrimonio en unidades patrimoniales diferenciadas (comercial, rcsidencial y
patrimonio no cstrategico). Dichas unidades patrimoniales se transmitieron en bloque y por
sucesion universal a Merlin Properties SOCIMI, S.A., Testa Residencial, S.A. y a Metrovacesa
Promocion y Arrendamiento, S.A., respectivamente.
MPY A sucedio a Ia Antigua Metrovacesa con respcto al patrimonio recibido, en todas las
relaciones jurfdicas, expectativas, accioncs, obligaciones, responsabilidades y cargas de la
misma. El patrimonio no estratcgico recibido por MPY A estaba constituido principalmente por
un conjunto de suelos con dcstino terciario para su promocion y posterior anendamiento por
terceros, y cicrtos activos y pasivos asociadas, destinados a su explotacion.
En el marco del proceso de admision a cotizacion de las acciones de la Sociedad dominante en

las Bolsas de Madrid, Barcelona, Bilbao y Valencia, y con el objetivo de dotar el Grupo de una
cartera de suelos adicional, Ia Junta General Extraordinaria de accionistas de Ia Sociedad
1
lncluye Ia participaci6n del 9,21% ostentada por Grupo Banco Popular.
dominante, previa puesta a disposicion de los accionistas del correspondiente Informe de
Administradores e Informe de Experto Independiente, ha acordado, con fecha 24 de noviembre
de 2017, dos aumentos de capital consistentes en Ia aportacion no diner aria a Ia Sociedad
dominante de Ia totalidad de las acciones de Metrovacesa Promocion y Arrendamiento, S.A.
por parte de los accionistas mayoritarios de esta, siendo Grupo Santander (79,41 %i
y Grupo
BBVA (20,52%), y por parte de los accionistas minoritarios (0,07%).
Dichas ampliaciones de capital no dinerarias se han realizado en dos aumentos de capital

sucesivos que se detallan a continuacion:
• Un primer aumento de capital social mediante aportaciones no dinerarias consistentes

en acciones representativas del 99,93% del capital social de MPYA que han sido
aportadas por Grupo Santander (incluyendo Ia participacion ostentada por Banco
Popular) y Grupo BBVA. El importe global de esta ampliacion de capital social
ascendio a 316.728.694,72 3 euros, mediante la emision y puesta en circulacion de
848.358.236 nuevas acciones ordinarias de la Sociedad dominante de 0,16 Euros de
valor nominal cada una, dividida en 135.737.317,76 euros de capital social y en
180.991.375,55 euros de prima de emision. El tipo de emision se calculo en base a las
valoraciones existentes de Ia Sociedad, realizadas en atencion al Net Net Asset Value
(NNAV) al 30 de junio de 2017. Dicho aumento de capital no dinerario de Ia Sociedad
dominante se ha inscrito en el Registro Mercantil de Madrid el 4 de diciembre de 2017.
3. Un segundo aumento de capital social mediante aportaciones no dinerarias consistentes

en acciones representativas del 0,07% del capital social de MPY A coiTespondientes a los
accionistas minoritarios, que, a! constituir un grupo heterogeneo, se les concedio un plazo
de suscripcion que les permitiera tomar conocimiento de la propuesta de acuerdo relativa
a la ampliacion de capital no dineraria. El importe global de esta ampliacion de capital
social, que ha sido parcialmente suscrita por accionistas representativos del 0,04% del
capital social de MPYA, ascendio a 123.701,124 euros, mediante Ia emision y puesta en
circulacion de 331.206 acciones de 0,16 Euros de valor nominal cada una, dividida en
52.992,96 euros de capital social yen 70.660,51 euros de prima de emision. El tipo de
emision se calculo en base a las valoraciones existentes de Ia Sociedad, realizadas en
atencion al Net Net Asset Value (NNAV) al 30 de junio de 201 7. Dicho aumento de
capital no dinerario de la Sociedad dominante se ha escriturado el 8 de enero de 2018 y
se inscribin't a Ia mayor brevedad posible en el Registro Mercantil de Madrid.
3. FUENTES PARA LA PREPARACION DE LA INFORMACION FINANCIERA

CONSOLIDADA PRO-FORMA
La informacion financiera historica utilizada como base para la preparacion de Ia informacion

financiera consolidada pro-f01ma adjunta ha sido extraida de Ia siguiente informacion
financiera:
• Los estados financieros inte1medios consolidados de Metrovacesa Suelo y Promocion,

S .A. y sociedades dependientes al 30 de septiembre de 2017 y para el periodo de 9
2
lncluye la participaci6n del 9,1 4% ostentada por Grupo Banco Popular.
3
Incluye I ,4 1 euros en concepto de "pi cos" por operaci6n de canje .
4
Incluye 47,65 euros en concepto de "picos" por operaci6n de canj e.
meses tenninado a 30 de septiembre de 2017, elaborados de conformidad con los
requerimientos establecidos en la Norma Internacional de Contabilidad (NIC) 34,
Informacion Financiera Intermedia, adoptada por la Union Europea, para la
formulacion de estados financieros intem1edios completos, y demas disposiciones del
marco normativo de informacion tinanciera que resulta de aplicacion en Espafia y
auditados por PricewaterhouseCoopers Auditores, S.L., que ha emitido el
con·espondiente informe de auditoria con fecha 8 de enero de 2018, en el que se expresa
una opinion favorable.
• Los estados financieros intem1edios consolidados de Metrovacesa Promocion y

Arrendamiento S.A. y sociedades dependientes al 30 de septiembre de 2017 y para el
periodo de 9 meses terminado el 30 de septiembre de 2017 elaborados de conformidad
con los requerimientos establecidos en la Norma Internacional de Contabilidad (NIC)
34, Informacion Financiera Intermedia, adoptada por la Union Europea, para Ia
formulacion de estados financieros intennedios completos, y demas disposiciones del
marco normativo de informacion tinanciera que resulta de aplicacion en Espafia y
auditados por PricewaterhouseCoopers Auditores, S.L., que ha emitido el
correspondiente informe de auditoria con fecha 8 de enero de 2018, en el que se expresa
una opinion favorable.
• Asimismo, se han utilizado como base para Ia preparacion de Ia infonnacion financiera

consolidada pro-forma la escritura de 27 de noviembre de 2017 (inscrita el 4 de
diciembre de 2017) referida al primer aumento de capital descrito en el apartado 2.
Descripcion de la transaccion anterior y Ia escritura de 8 de enero de 2018 (que se
inscribira a Ia mayor brevedad posible) referida al segundo aumento de capital, ambas
derivadas de las decisiones de Ia Junta General Extraordinaria de fecha 24 de noviembre
de 2017, previa obtenci6n del informe de administradores y del informe de experto
independiente conforme con el m1iculo 67 de la Ley de Sociedades de Capital.
4. BASES DE PRESENTACION Y PRINCIPALES HIPOTESIS UTILIZADAS EN

LA PREPARACION DE LA INFORMACION FINANCIERA CONSOLIDADA
PRO-FORMA
La informacion financiera consolidada pro-fonna ha sido preparada de acuerdo con el Anexo

II de Ia Regulaci6n de la Union Europea contenida en el Reglamento (CE) N° 809/2004, de Ia
Comisi6n de 29 de abril de 2004, y posteriores moditicaciones, y con la actualizaci6n de Ia
European Securities and Market Authority ("ESMA") de las recomendaciones del Committee
of European Securities Regulators ("CESR") para Ia implantacion consistente de Ia citada
regulacion (ESMA/20 13/319) y con las aclaraciones contenidas en el documento ESMA31-
62-780.
La presente informacion financiera consolidada pro-forma ha sido preparada utilizando

politicas contables consistentes con las politicas contables utilizadas por el Grupo en Ia
preparacion de sus estados financieros intermedios consolidados a! 3 0 de septiembre de 2017,
preparados de acuerdo con los requerimientos establecidos en Ia Norma Internacional de
Contabilidad (NIC) 34, Informacion Finaneiera Intermedia, adoptada por Ia Union Europea,
para Ia fonnulacion de estados financieros intermedios completos, y demas disposiciones del
marco normativo de informacion financiera que resulta de aplicacion en Espana.
Las principales hipotesis utilizadas para Ia elaboracion de Ia prcsente informacion financiera

consolidada pro forma han sido las siguientes:
• El balance consolidado pro-forma a 30 de septiembre de 2017 ha sido preparado como si

Ia Transaccion hubiera tenido Iugar el 30 de septiembre de 2017.
• La cuenta de resultados consolidada pro-forma para el periodo de nueve meses finalizado

el 30 de septiembre de 2017 ha sido preparada como si Ia Transaccion hubiera tenido Iugar
el 1 de enero de 2017.
• Los ajustes pro-fom1a responden a eventos directamente atribuibles a Ia Transaccion

descrita en Ia Nota 2 y que son demostrables fehacientemente, adecuados y completos a los
efectos de Ia presentacion de la informacion financiera consolidada pro-forma y, para lo
que se refiere a Ia cuenta de resultados consolidada pro-forma, que se espera que tengan un
impacto duradero en el Grupo.
• La infonnacion financiera consolidada pro-fonna adjunta no incluye ajustes distintos de

los descritos en las presentes notas explicativas.
• Los saldos y las transacciones existentes entre el Grupo y MPY A al 30 de septiembre de

2017 y ocurridas durante el ejercicio 2017 han sido eliminados en el balance consolidado
pro-f01ma yen Ia cuenta de resultados consolidada pro-forma, respectivamente.
• A efectos de Ia preparacion de Ia presente infonnacion financiera consolidada pro-forma Ia

ampliacion de capital no dineraria se ha considerado como una adquisicion de activos de
acuerdo con las NIIF UE, que se registran en el balance de Ia cntidad adquirente a su valor
razonable, considerando que MPY A no cumple con Ia definicion de negocio cstablecida en
Ia Guia de Aplicacion de Ia NIIF 3, parrafo B7, siendo los activos aportados terrenos que
no fom1an parte de un conjunto integrado de actividades, para los que no se ha realizado
una gestion activa hasta su futura integracion en las actividades del Grupo. A efectos de la
elaboracion de esta informacion tinanciera consolidada pro-forma se ha considerado el
valor patrimonial de MPY A a 30 de septicmbre de 2017.
• Para la estimacion del valor razonable de los activos a 1 de enero 2017 y 3 0 de septiem bre
de 2017 necesarios para la preparacion de Ia presente informacion financiera consolidada
pro-forma se han utilizado los valores obtenidos de los informes de valoraci6n de expertos
independientcs utilizados en la prcparaci6n de los estados financieros intermedios
consolidados del Grupo y de MPYA a! 30 de septiembre de 2017 y, en su caso, de las
cucntas anuales consolidadas del Grupo y de MPY A a! 31 de dicicm bre de 2016.
• Para los impactos fiscales de los ajustes pro-forma se ha considerado un tipo impositivo del
25%.
• En Ia preparacion de Ia prcsente informacion tinanciera pro-forma no se han tenido en

cuenta los costes asociadas a Ia Transacci6n a! no scr significativos.
5. BALANCE CONSOLIDADO Y CUENTA DE RESULTADOS CONSOLIDADA
PRO-FORMA AL 30 DE SEPTIEMBRE DE 2017
Balance consolidado pro-forma al30 de septiembre de 2017
M etrovacesa M etrovacesa
Suelo y Promoci6n y
Eliminaciones Reclasificaci6n TOTAL
Promoci6n, Arrendamiento,
intragrupo de suelos PRO-FORMA
S.A. S.A.
(7.2) (7.3)
Datos en miles de 30/0912017 30/0912017
euros (6) (6)
ACTIVO
Activos Intangibles 135 - - - 135
Inmovi Iizaciones
Materiales 147 - - - 147
Inversiones
Inmobi Iiarias 305.725 323.878 - (255 .291) 3 74.312
Cuentas a cobrar 76.881 1.271 - - 78.152
Activos Por Impuestos
Diferidos 89.059 10.263 - - 99.322
Activos no corricntcs 471.947 335.412 - (255.291) 552.068
Existencias 1.629.760 73 - 255.291 1.885.124
Deudores Comcrciales
y Otras Cuentas Por
Cobrar 186.461 31 (71) - I 86.42 1
Otros Activos
Financieros Corrientes 1.343 138 - - 1.481
Efcctivo y Otros
Activos Liquidos
Eq u iva lentes 32.631 12.399 - - 45.030
Activos corrientcs 1.850.195 12.641 (71) 255.291 2.118.056
TOTAL ACTIVO 2.322.142 348.053 (71) - 2.670.124
Balance consolidado pro-forma al30 de septiembre de 2017
Metrovacesa Metrovacesa
Suelo y Promoci6n y Ampliaci6n
Promoci6n, Arrendamiento Eliminaciones Reclasificaci6n TOTAL
de capital
S.A. S.A. intragrupo de suelos PRO-FORMA
(7.1)
(7.2) (7.3)
30/09/2017 30/09/2017
Datos en miles de euros (6) (6)
P ATRIMONIO NETO
Capital Suscrito 956.279 307.528 (171. 738) - - 1.092.069
Prima De Emisi6n 1.174.251 14.560 185.139 - - 1.373.950
Ganancias acumuladas (64.528) 15.091 (15.091 ) - 4.042 (60.486)
Reservas en sociedades
consolidadas puestas en
equivalencia (3.275) (1.579) 1.579 - - (3.275)
PATRIMONIO NETO
ATRIBUIBLE A LOS
ACCIONIST AS DE LA
SOC IE DAD
DOMIN ANTE 2.062.727 335.600 (111) - 4.042 2.402.258
PARTICIPACIONES NO
DOMIN ANTES - - I I1 - I 11 2
TOTAL PATRIMONIO
NETO 2.062.727 335.600 - - 4.043 2.402.370
PASIVO
Provisiones A Largo
Plazo 19.221 351 - - - 19.572
Deudas Con Entidades de
Credito 4.997 - - - - 4.997
Acreedores comerciales y
otras cuentas a pagar 3.427 1.522 - - - 4.949
Pasivos Por lmpuestos
Diferidos 5.176 4.043 - - ( 4.043) 5.1 76
Pasivos no corrientes 32.821 5.916 - - (4.043) 34.694
Provisiones A Corto
Plazo 12.338 135 - - - 12.473
Deudas Con Entidades de
Credito A Corto Plazo 171.687 - - - - 171.687
Acreedores Comerciales y
Otras Cuentas Por Pagar 31.422 6.402 - (71) - 37.753
Pasivo por impuesto
corriente 2.389 - - - - 2.389
lngresos ordinarios
diferidos 8.758 - - - - 8.758
Pasivos corrientes 226.594 6.537 - (71) - 233.060
TOTAL PASIVO 259.415 12.453 - (71) (4.043) 267.754
TOTAL PATRIMONIO
NETO Y P ASIVO 2.322.142 348.053 - (71) - 2.670.124
1
Cuenta de resultados consolidada pro-forma para el periodo de 9 meses finalizado el 30
de septiembre de 2017
Metrovacesa
Metrovacesa
Promocion y
Suelo y Eliminaciones Reclasificaciones TOTAL
Arrendamiento
Promocion, intragrupo de suelo PRO-FORMA
S.A.
S.A. (7.2) (7.3)
30/09/2017
30/09/2017
(6)
Datos en miles de euros (6)
Ventas 18.887 1.549 (2.069) 2.084 20.451
Coste de las ventas (14.621) (1.453) 1.275 (2.084) (16.883)
Gastos de personal (4.425) (I I 9) - - (4.544)
Servicios exteriores (3 .549) (856) 785 - (3 .620)
Variaci6n de las provisioncs de
tratico (68.364) 8.163 - (4.8 15) (65.016)
Variaciones de valor de las
inversiones inmobiliarias (1.461) 11.800 - (10.481) (142)
RESULT ADO DE
EXPLOTACION (73.533) 19.084 (9) (15.296) (69.754)
lngresos financieros 38 - - - 38
Gastos financieros (4.164) - - - (4.164)
Gastos financieros capital izados 78 - - - 78
Deterioro y resultado por
cnajenaci6n de instrumentos
tinancieros 196 - - - 196
Resultado de entidades
valoradas por el metoda de Ia
participaci6n 236 - - - 236
RESULTADO FINANCIERO (3.616) - - - (3.616)
RESULT ADO ANTES DE
IMPUESTOS (77.149) 19.084 (9) (15.296) (73.370)
Im puesto sobre las ganancias 43.293 6.765 2 3.824 53.884
RESULT ADO DEL
EJERCICIO (33.856) 25.849 (7) (11.472) (19.486)
Resultado atribuible a los accionistas
de Ia Sociedad dominante (19.491)
Resultado atribuible a participaciones
no dominantes 5
6. INFORMACION HISTORICA
Informacion historica extraida de los estados financieros intermedios consolidados auditados

de Metrovacesa Suelo y Promocion, S.A. y sociedades dependientes y de los estados
financieros intermedios consolidados auditados de Metrovacesa Promocion y Arrendamiento,
S.A. y sociedades dependientes al 30 de septiembre de 2017, ambos preparados de acuerdo
con los requerimientos establecidos en la Norma Intemacional de Contabilidad (NIC) 34,
Informacion Financiera Intermedia, adoptada por la Union Europea, para la formulacion de
estados financieros intermedios completos, y demas disposiciones del marco normativo de
informacion financiera que resulta de aplicacion en Espafia.
7. AJUSTES PRO-FORMA
7.1 AMPLIACION DE CAPITAL
Segun se detalla en Nota 2, con fecha 24 de noviembre de 2017 se acordaron dos ampliaciones
de capital consistentes en la aportacion no dineraria a la Sociedad dominante de la totalidad de
las acciones de Metrovacesa Promocion y Arrendamiento, S.A. La ecuacion de canje de las
ampliaciones de capital no dineraria ha sido para ambas de 1 accion de la Sociedad por cada
3,62230562386723 acciones de MPYA.
Este ajuste pro-forma refleja el aumento del capital social por importe de 135.790 miles de
euros y de la prima de emision de 181.062 miles de euros, asi como la eliminacion de los
Fondos Propios de MPY A a 30 de septiembre de 2017. La diferencia entre el importe
correspondiente ala ampliacion de capital social y prima de emision y el importe de los Fondos
Propios de MPY A se ha registrado en el patrimonio consolidado pro-forma, teniendo en cuenta
las Participaciones no dominantes. El ajuste reflejado en la columna de Patrimonio por importe
total de 18.748 miles de euros se refiere ala diferencia de valor del patrimonio de MPY A entre
el30 de junio de 2017 (fecha de calculo del tipo de emision, tal y como se describe en la Nota
2) y el 30 de septiembre de 2017.
La siguiente tabla muestra un resumen de los ajustes descritos anteriormente:
Ampliaci6n
de capital Eliminaci6n
Total
Datos en miles de euros social y de FFPP de Patrimonio
ajuste
prima de MPYA
emisi6n
Capital Suscrito 135.790 (307.528) - (171.738)

Prima de Emision 181.062 (14.560) 18.637 185.139
Participaciones no dominantes - - 111 111
Ganancias acumuladas - (15.091) - (15.091)
consolidadas puestas en -
equivalencia 1.579 - 1.579
Total 316.852 (335.600) 18.748 -
Una vez ejecutadas las ampliaciones de capital, descritas anteriormente en Ia Nota 2, los
accionistas de Ia Sociedad dominante est<in representados aproximadamente por Grupo
Santander (71,35%) 5 , Grupo BBVA (28,61 %) y otros accionistas minoritarios (0,04%).
7.2 ELIMINACION DE SALDOS INTRAGRUPO
Con Ia finalidad de eliminar Ia totalidad de las transacciones realizadas entre el Grupo y

MPY A, se han registrado ajustes pro-forma en Ia cuenta de resultados consolidada pro-forma por
importe de 2.069 miles de euros para reducir Ia cifra de ventas y de 1.275 miles de euros para
reducir el coste de ventas, con el objetivo de eliminar transacciones de compraventa entre el Grupo
y MPYA, asi como una disminucion de 785 miles de euros en servicios exteriores. El impacto
fiscal de las eliminaciones en Ia cuenta de resultados es de 2 miles de euros. A nivel de balance
consolidado pro-forma se han eliminado algunos saldos intragrupo de importe poco significativo.
7.3 RECLASIFICACION
Segun se detalla en Ia Nota 3 Ia informacion historica del Grupo y de MPY A ha sido preparada
de acuerdo con los requerimientos establecidos en Ia Norma Intemacional de Contabilidad
(NIC) 34, Informacion Financiera Intermedia, adoptada por Ia Union Europea, para Ia
f01mulacion de estados financieros intermedios completos, y demas disposiciones del marco
normativo de informacion financiera que resulta de aplicacion en Espana. En Ia preparacion de
Ia presente informacion financiera consolidada pro-forma se han utilizado las politicas
contab!es del Grupo con respecto a Ia clasificacion de los activos inmobiliarios como
existencias o como inversiones inmobiliarias.
Este ajuste pro-forma refleja el impacto en el balance consolidado pro-forma al 30 de

septiembre de 2017 yen Ia cuenta de resultados consolidada pro-forma para los nueves meses
finalizados el 30 de septiembre de 2017 de clasificar como existencias ciertos activos
inmobiliarios de MPY A que estaban clasit!cados como inversiones inmobiliarias valoradas a
su valor razonable, obedeciendo a los criterios de clasificaci6n de los activos inmobiliarios
adoptados por el Grupo en base al uso futuro de dichos activos.
El ajuste pro-forma en el balance consolidado pro-forma al 30 de septiembre de 2017 ha

supuesto una reclasificaci6n de inversiones inmobiliarias a existencias por importe de 255.291
miles de euros. Este ajuste pro-forma no ha supuesto ninguna variaci6n de valor de las
existencias, considerando que a efectos del balance consolidado pro-forma la adquisici6n de
los activos inmobiliarios se ha realizado a su valor razonable a 30 de septiembre de 2017 que
coincide con el valor razonable de las inversiones inmobiliarias registradas en MPYA a dicha
fecha.
Adicionalmente al calificar Ia Transacci6n como una adquisici6n de activos que se registra a

valor razonable de acuerdo con las NIIF-UE, dicha Transaccion no darla Iugar al registro de
un impuesto diferido de pasivo, al igualarse Ia base contable de dichos activos con su base
fiscal, por lo que los saldos de pasivos por impuestos diferidos existentes y relacionados con
los activos adquiridos, han sido eliminados en el balance consolidado pro-forma. Este ajuste
ha supuesto eliminar 4.043 miles de euros de pasivos por impuestos diferidos.
Inc luye Ia participaci6n de l 9,2 I% ostentada por Grupo Banco Popular.

A efectos de la cuenta de resultados consolidada pro-forma, el valor razonable de las
existencias aportadas es el valor razonable a 1 de enero de 2017, que a partir de dicha fecha
representa su valor de coste. Dicho valor razonable ha sido estimado sobre la base del valor
razonable obtenido por informes de valoraci6n de expertos independientes utilizados en la
preparaci6n de las cuentas anuales consolidadas de MPY A al 31 de diciembre de 2016. El
ajuste pro-f01ma en la cuenta de resultados consolidada pro-forma se refiere ala eliminaci6n
de la variaci6n de valor razonable de las inversiones inmobiliarias reclasificadas como
existencias, que ha sido registrada en la cuenta de resultados consolidada hist6rica de MPYA
para los nueve meses finalizados el 30 de septiembre. Este ajuste pro-fmma ha supuesto
eliminar un importe de I 0.481 miles de euros del epigrafe de Variaciones de valor de las
inversiones inmobiliarias y ret1ejar un importe de 2.620 miles de euros conespondiente a su
impacto fiscal.
En base al ajuste anterior, algunos terrenos aportados a su valor razonable a! I de enero de 2017
han sufrido un deterioro durante los nueve meses finali zados el 30 de septiembre de 2017,
comparando su valor de coste a 30 de septiembre de 2017 con su valor razonable a Ia misma
fecha, por lo que se ha registrado un ajuste pro-forma por importe de 4.815 miles de euros para
reflejar dicho deterioro en Ia cuenta de resultados consolidada pro-forma y un ajuste pro forma
por importe de 1.204 miles de euros para ref1ejar su impacto fiscal.
Adicionalmente, durante el ejercicio 2017 se ha producido la venta de un suelo por el valor

neto contable que este mantenfa al 1 de enero de 2017 y que, de estar en el balance de Ia
Sociedad a 30 de septiembre de 2017, se hubiera clasificado como existencias. Por tanto, se ha
registrado un ajuste pro-forma para reflejar la venta de ese terreno como existcncias en la
cuenta de resultados consolidada pro-forma por impot1e de 2.084 miles de euros que no ha
dado lugar a resultado.
APROBACION DE LA INFORMACION FINANCIERA CONSOLIDADA PROFORMA PARA EL
PERIODO DE NUEVE MESES TERMENADO EL 30 DE SEPTIEMBRE DE 2017
Con fecha 8 de enero de 2018, el Consejo de Administ raci6n ha aprobado Ia informacion financiera
consolidada proforma para el periodo de nueve meses f inalizado el 30 de septiembre de 2017
V.B. D. Ignacio Moreno Martinez D. Lucas OsoriA lturm endi
Presjdente del ConseJo de AC!ii'rifiistraci6n Secretllrio del c;o\ sejo

Adm,nistraci6n
D. Mar iano 9J!'r1~
VicepresTaeAfe del Consejo de Administracion

Fdo 1!>. Ignacio Moreno Martinez Fdo D. Mariano Olmeda Sarri6n
Vocal Vocal
Fdo. D. Jorge Pere~ Eguiguren Fdo. nAavierJGarcia-Carranza Benjumea

Vo~«;ll _..7 · -- Vocal
Fdo D. Cesareo Rey-Baltar Oramas Fdo. D. Juan Maximiliano de Ortueta Monfort

Vocal Vocal
Fdo D. Jose Ferris Monera

Vocal Altamira santander RearEsttte·. S.A..--
representada por D. Carlos Doussinague
Mendez de Lugo
Vocal
Fdo Dna. An1 Lucrecia Bolado v¥ Fdo. Dna. FlariCiSca Ortega Hemandez-Agero
Vocal
Vocal /
v
Fda ~
7
Fdo D. Juan Ignacio Ruiz de Aida Moreno s Manzclno Cuesta
Vocal Vocal
/
ANNEX IV – SPANISH TRANSLATION OF THE SUMMARY
A-II-1
RESUMEN
Los resúmenes constan de apartados de información denominados “Elementos.” Tales Elementos se enumeran en
las Secciones A—E (A.1—E.7).
El presente resumen incluye todos los Elementos que deben figurar en el resumen que corresponde a esta clase de
valores y de sociedad. Dado que algunos Elementos no deben ser abordados, puede que su numeración no sea
correlativa.
Aunque la mención en el resumen de un determinado Elemento pueda ser obligatoria debido al tipo de valores y de
sociedad, es posible que no pueda aportarse información sobre dicho Elemento, en cuyo caso se ha incluido una
breve descripción del Elemento con la anotación “no procede.”
AVISO IMPORTANTE
Se recomienda a los potenciales inversores en Acciones de la Oferta y los futuros accionistas de la Sociedad
que lean el Folleto completo y presten especial atención a las siguientes cuestiones:
• Historial limitado y pérdidas incurridas

Aun cuando contamos con más de 100 años de experiencia y know-how gracias a nuestras sociedades predecesoras,
la Sociedad se constituyó el 18 de febrero de 2016. Por tanto, el historial operativo y financiero de la Sociedad es
muy limitado por lo que los inversores, al valorar el potencial de la Sociedad y las ventajas asociadas a una
inversión en las Acciones, deberán valerse significativamente de otra información como los Informes de Valoración
incluidos en el Folleto. Véase “Valoración” (Valuation) y “Negocio — Cartera” (Business — Portfolio).
Además, tenemos un historial de generación de ingresos limitado, y la capacidad de nuestro negocio de generar
ingresos es incierta. En 2016 y los primeros nueve meses de 2017, obtuvimos un resultado consolidado negativo de
20,53 millones de euros y 33,86 millones de euros, respectivamente. Véase “Operating and Financial Review—
Balance Sheet and Results of Operations” (Revisión Operativa y Financiera—Balance y Resultado de Operaciones)
y “Business—Portfolio” (Negocio—Cartera).
• Proyectos en desarrollo
Estamos en el estado inicial de nuestro negocio de desarrollo de viviendas. Aunque estimamos que nuestra cartera
permite construir aproximadamente 37.532 unidades, a la fecha de este Folleto únicamente tenemos 51 proyectos
en desarrollo, en los que esperamos construir 2.263 viviendas. En consecuencia, solo tenemos escasa información
financiera que pueda resultar útil para entender nuestros ingresos y gastos futuros.
• Accionista de control
En la fecha de este Folleto, las Entidades Santander y las Entidades BBVA son titulares del 99,96% del capital
social de la Sociedad. Tras la Oferta, se espera que las Entidades Santander y las Entidades BBVA sean titulares de
aproximadamente un 53,31% de las acciones de la Sociedad y un 20,85% de las acciones de la Sociedad,
respectivamente (si no se ejerce la Opción de Sobre-Adjudicación) y un 50,59%de las acciones de la Sociedad y un
19,70% de las acciones de la Sociedad, respectivamente (si se ejerce la Opción de Sobre-Adjudicación). Las
Entidades Santander y las Entidades BBVA no han manifestado ningún compromiso u obligación de seguir siendo
un accionistas significativos y estar representados en el Consejo de Administración de la Sociedad, excepto el
habitual compromiso de no disposición de 180 días asumido bajo los términos habituales y sujeto a ciertas
excepciones típicas en este tipo de operaciones. Por tanto, las referidas entidades podrán transmitir libremente sus
Acciones de la Sociedad en cualquier momento tras el período de no disposición de 180 días y, en determinados
supuestos excepcionales, antes de la finalización de dicho período.
RESUMEN
Sección A—Introducción y advertencias

A.1 Introducción: El presente resumen debe leerse como introducción a este documento (el “Folleto”).
Toda decisión de invertir en las acciones ordinarias de Metrovacesa, S.A. (las
“Acciones” y la “Sociedad,” respectivamente) debe basarse en la consideración del
Folleto en su conjunto por parte del inversor, incluidos, en especial, los Factores de
Riesgo.
En el supuesto de interponerse una reclamación en relación con la información contenida

en el presente Folleto, el inversor demandante podría venir obligado a soportar los gastos
de traducir este Folleto antes del inicio del procedimiento judicial con arreglo a la
legislación nacional de los estados miembros del Espacio Económico Europeo (el
“EEE”).
De conformidad con la legislación española, la responsabilidad civil sólo se exigirá a

aquellos que hayan presentado el resumen, incluida su traducción, pero únicamente en la
medida en que el resumen sea engañoso, inexacto o incoherente con las demás partes del
Folleto, o si no ofreciera, al ser leído con el resto de apartados del Folleto, información
esencial que ayude a los inversores a la hora de estudiar si invierten o no en dichos
valores.
La posible actualización o ajuste de la información o de las declaraciones contenidas en

este Folleto como consecuencia del acaecimiento de alguno de los factores de riesgo
descritos, no se considerará error o inexactitud ni hará que dicha información resulte
engañosa.
A.2 Venta posterior No procede. La Sociedad no ha contratado a intermediarios financieros para la venta
o colocación posterior o colocación final de valores que exija un folleto tras la publicación de este
final de los documento, ni ha dado su consentimiento a dicha venta o colocación posteriores.
valores por
parte de
intermediarios
financieros:
Section B—Emisor
B.1 Denominació La denominación social de la Sociedad es Metrovacesa, S.A. El nombre comercial del
n social y emisor es “Metrovacesa.”
nombre
comercial:
B.2 Domicilio y La Sociedad es una sociedad anónima o S.A. Constituida en España sujeta a la legislación
forma española. La Sociedad tiene su domicilio social en Calle Quintanavides 13, Parque Vía
jurídica: Norte, 28050, Madrid, España. La Sociedad se halla constituida por tiempo indefinido.
B.3 Factores Metrovacesa es uno de los principales promotores residenciales en España. La Sociedad
clave es titular de la mayor cartera de suelos entre los promotores españoles de viviendas y
relativos al pretende alcanzar las 4.500-5.000 unidades anuales en el 2021. Su ámbito geográfico
carácter de abarca 31 provincias en España, con un especial enfoque en las grandes ciudades
las principales como Madrid, Barcelona, Málaga, Valencia y Sevilla, entre otras
operaciones (aproximadamente el 67% en términos de GAV a 30 de septiembre de 2017) y,
en curso del secundariamente, en grandes destinos turísticos y poblaciones menores. Esto permite que
emisor y de la Sociedad tenga acceso a una gran demanda y que pueda reducir el riesgo durante su
sus periodo aceleración (ramp-up). Una pequeña parte del negocio de la Sociedad (el 27% en
principales términos de GAV a 30 de septiembre de 2017) se centra en la promoción y venta de
RESUMEN
actividades: suelos comerciales
El domicilio social y la oficina principal de la Sociedad se encuentran en Madrid. La

Sociedad también cuenta con oficinas en Barcelona, Valencia, Sevilla y Málaga.
La Sociedad es titular de la mayor cartera de suelo entre los promotores de viviendas

españoles, con una superficie construible de 6,1 millones de metros cuadrados
equivalentes aproximadamente a 37.500 unidades. A 30 de septiembre de 2017, el GAV
de dicha cartera de suelos era de 2.600 millones de euros y el Valor Bruto de Desarrollo
(Gross Development Value o GDV) de 11.700 millones de euros, según las tasaciones
preparadas por CBRE y Savills. La Sociedad considera que el tamaño de su cartera de
suelo le permitirá beneficiarse de la recuperación del mercado de promoción residencial
en España, aprovecharse de márgenes de ganancia ya consolidados y consolidarse como
uno de los líderes del sector. La cartera de suelo residencial de la Sociedad representa
1.900 millones en términos de GAV a 30 de septiembre de 2017 (o el 73% de toda la
cartera de suelos). Aunque se prevé que las promociones residenciales seguirán siendo el
componente esencial del negocio de Metrovacesa, el negocio de promoción de suelo
comercial ofrece una oportunidad única para diversificar la cartera de la Sociedad en un
atractivo segmento.
Aproximadamente el 74% de la cartera de suelos de la Sociedad está compuesta por suelo

finalista. El 26% restante se encuentra en diferentes etapas de tramitación de permisos. Se
espera que en un plazo de tres o cuatro años desde la fecha de este Folleto el 93% de la
cartera de suelos de la Sociedad en términos de GAV sea suelo finalista. La titularidad de
activos en diferentes etapas de tramitación de permisos y la gestión de suelos constituyen
una ventaja competitiva frente a aquellos actores del sector que, a la fecha de este Folleto,
únicamente invierten en suelo finalista. Teniendo en cuenta la fuerte demanda de suelo
finalista en el mercado español en los últimos tres años, la Sociedad entiende que la actual
cartera de suelo le permitirá alimentar su plan de desarrollo, captar valor significativo a
través del proceso de transformación e incrementar su rentabilidad y el retorno para sus
accionistas.
El negocio de promoción inmobiliaria de Metrovacesa se encuentra en fase de aceleración

(ramp-up), con 2.263 unidades activas a la fecha de este Folleto y el objetivo de alcanzar
en 2021 una tasa de entre 4.500 y 5.000 unidades anuales. Para cumplir con el objetivo
anual de los próximos ocho años no será necesario adquirir nuevos terrenos (suponiendo
que no se proceda a ninguna venta), lo que sustenta la sostenibilidad del modelo de
negocio de la Sociedad y le permite una alta visibilidad de márgenes.
La relevante cartera de suelos de la Sociedad le proporciona flexibilidad para adaptarse a

los distintos ciclos a través de una estrategia diferenciada ya que, dependiendo de las
condiciones del mercado, podría aprovechar oportunidades para llevar a cabo ventas de
suelo residencial o comercial con márgenes de retorno atractivos. La estrategia de negocio
de la Sociedad contempla la potencial venta selectiva de activos de la cartera de suelo por
un valor agregado de hasta 500 millones de euros con base en el GAV a 30 de septiembre
de 2017, a realizar dentro de los próximos tres a cinco años. Este importe no toma en
cuenta el potencial incremento en el precio, la creación de valor del capex de urbanismo
o, en determinados casos, la creación de valor a través de la transformación del suelo en
suelo finalista. La Sociedad espera que estas ventas tengan por objeto suelo residencial y
comercial, aprovechando oportunidades para llevar a cabo las referidas ventas para
generar un mayor retorno y liquidez para el negocio y/o un retorno y distribuciones para
los accionistas.
Partiendo de su estructura de costes operativos, el objetivo de la Sociedad es alcanzar un

RESUMEN
margen bruto de desarrollo residencial de aproximadamente 29% y un margen de

EBITDA de aproximadamente el 24% cuando la plataforma residencial alcance pleno
rendimiento (run-rate).
La Sociedad cuenta con más de 100 años de experiencia y know-how proveniente de sus
sociedades predecesoras que construyeron algunos de los inmuebles más reconocidos de
España, incluyendo el Edificio España y Torre Madrid, ambos ubicados en Madrid. Entre
2005 y 2008, la antigua Metrovacesa (“MVCSA”) entregó un promedio de 2.200-2.600
unidades anuales en uno de los entornos más competitivos.
Metrovacesa dispone de un equipo de gestión central y de equipos regionales con gran

experiencia en el mercado de la construcción de viviendas (desarrollo de proyectos y
gestión inmobiliaria en fase de obtención de permisos) contando con relaciones duraderas
con los actores del mercado.
Principales fortalezas
La Sociedad:
• Opera en un mercado con dinámicas atractivas.
• Dispone de la mayor cartera de suelo en fase de aceleración (ramp-up) y

caracterizado por su liquidez.
• Posee una cartera de suelos con alta visibilidad de atractivos márgenes de

promoción inmobiliaria y riesgos de ejecución bajos.
• No necesita adquirir suelo durante los primeros ocho años a partir de la fecha de
este Folleto, permitiendo que la Sociedad se enfoque completamente en la
ejecución (asumiendo que no se realizan ventas de suelo).
• Posee una cartera con una capilaridad geográfica única, con una amplia
presencia en emplazamientos atractivos en España, permitiendo que la Sociedad
acceda a una amplia demanda y disminuya el riesgo en la fase de aceleración
(ramp-up).
• Dispone de un modelo de negocio único, con una capacidad de venta de suelo

que ofrecerá una fuerte generación de flujo de caja, permitiendo a la Sociedad
adaptarse al ciclo de mercado.
• Significativo potencial de creación de valor mediante una gestión activa de

suelos en fase de tramitación de licencias.
• Posee una cartera estratégica de suelo comercial que constituye una fuente
adicional de rentabilidad.
• Dispone de una plataforma consolidada en marcha que garantiza una ejecución

exitosa, con una experiencia única en la entrega de promociones residenciales
antes de la crisis.
• Perfil de generación de efectivo para los accionistas muy atractivo.

RESUMEN
Estrategia
Metrovacesa ha desarrollado una estrategia basada en los siguientes pilares, diseñada para
permitirle alcanzar sus objetivos y aprovechar sus ventajas competitivas únicas:
• Consolidar su posición como uno de los líderes del sector residencial en España.
• Gestión activa de la cartera de suelos mediante la exposición a suelo no finalista

y el potencial de ventas rentables de suelo.
• Un enfoque oportunista al desarrollo comercial.
• Excelencia operativa continuada.
• Una estructura de capital conservadora y un atractivo retorno y política de

dividendos para los accionistas
Estructura organizativa
El siguiente diagrama muestra la estructura organizativa de la Sociedad a la fecha de este

Folleto:
Cartera
A 30 de septiembre de 2017, la Sociedad contaba en su cartera de suelos con

aproximadamente 37.500 unidades edificables, con un GAV de 2.600 millones de euros
(1.900. millones de GAV residencial y 684 millones de euros de GAV comercial) y una
superficie total de 6,1 millones de metros cuadrados de suelos construibles (4,8 millones
residenciales y 1,3 millones comerciales).
La Sociedad dispone de una cartera de suelos única y diversificada en términos de

RESUMEN
ubicación, con presencia en 31 de las 50 provincias españolas. La mayoría de los suelos

de la cartera (aproximadamente el 67% a 30 de septiembre de 2017) se encuentran en las
principales ciudades de España como Madrid, Barcelona, Málaga, Valencia y Sevilla.
Asimismo, la Sociedad opera en los grandes destinos turísticos (aproximadamente el 20%
de su cartera a 30 de septiembre de 2017), como la Costa del Sol, las islas Baleares, las
islas Canarias y la costa de Cádiz, así como en varias ciudades secundarias seleccionadas
(aproximadamente el 13% de la cartera a 30 de septiembre de 2017 en términos de GAV)
donde la competencia es baja y hay un potencial de crecimiento significativo.
Las tres líneas de negocio de Metrovacesa son: (i) promociones residenciales, (ii) gestión
activa y venta de suelo y (iii) promociones comerciales. A 30 de septiembre de 2017 la
cartera de suelo residencial, con un valor de 1.900 millones de euros de GAV, constaba de
1.300 millones de euros de GAV de suelo para uso residencial finalista (186 fincas), de
los cuales 217 millones de euros son proyectos de desarrollo inmobiliario activos a la
fecha de este Folleto y 553 millones de euros de GAV de suelo no finalista para uso
residencial. La cartera de suelos comerciales (700 millones de euros) estaba compuesta
por 577 millones de euros de GAV de suelo finalista para uso comercial (de los cuales
114 millones de euros en proceso de transformación con un plazo estimado para la
aprobación inferior a 12 meses) y 108 millones de euros de GAV suelo para uso
comercial no finalista en proceso de transformación.
A 30 de septiembre de 2017, el valor de los activos netos de la Sociedad (Net Asset Value
o NAV) era de 2.692 millones de euros, calculados con base en el patrimonio neto según
lo previsto en la Información Financiera Consolidada Pro-forma a 30 de septiembre de
2017, plusvalías brutas latentes y ajustadas por los pasivos fiscales diferidos, otros activos
y pasivos y las pérdidas operativas netas no incluidas en el balance, multiplicadas por el
tipo impositivo efectivo del 25%. Si el resultado se ajusta a la cuota tributaria resultante
de las plusvalías brutas latentes al tipo efectivo del 25% y a otros ajustes, el valor neto de
los activos netos (Net Net Asset Value o NNAV), a 30 de septiembre de 2017, era de 2.613
millones de euros.
B.4a Descripción Consideraciones sobre la demanda residencial

de las
tendencias La demanda del mercado residencial ha venido recuperándose desde 2013, principalmente
recientes más gracias a las transacciones de viviendas de segunda mano producidas por la falta de
significativas viviendas atractivas nuevas. La falta de oferta de los últimos años ha dado lugar a una
que afecten al elevada demanda que no ha sido atendida. El porcentaje de nuevas viviendas (dentro del
emisor y a los total de ventas) disminuyó de aproximadamente un 60% en el 2008 a menos del 10% en
sectores en 2016 y 2017.
los que ejerce
su actividad: El volumen de operaciones (incluidas las viviendas nuevas y las de segunda mano) en
ciudades importantes como Madrid y Barcelona todavía sigue muy por debajo de sus
máximos pre-crisis (entorno al 56%-66% de su volumen pre-crisis), dejando espacio para
un mayor crecimiento en los próximos años.
Consideraciones sobre la oferta residencial
• La construcción de viviendas nuevas en España. El mercado de la construcción

de viviendas en España ha tocado fondo pero parece recuperarse poco a poco de
la recesión que duró desde el 2008 hasta el 2014. El promedio de nuevas
viviendas empezadas durante los últimos siete años fue de 49.000 viviendas
anuales, lo que representa una caída del 82% comparado con la media de los
RESUMEN
últimos 25 años.
• Según CBRE, el nivel de construcción de nuevas viviendas debería recuperarse

en el corto plazo de los bajos niveles experimentados entre los años 2009 y 2015.
En el segundo trimestre de 2017, el número de licencias de construcción llego a
las 71.000 unidades anuales, lo que implica un crecimiento anual del 12%. El
aumento del número de licencias otorgadas debería contribuir y sostener la
recuperación de la oferta residencial.
• Restricciones generales de la oferta: Tras la crisis financiera de 2007 tuvo lugar

una contracción importante del sector de la construcción de viviendas. El número
total de operaciones con viviendas disminuyo de unas 900.000 al año antes de la
crisis, a menos de 500.000 anuales a partir del 2008 en adelante. Ello se debió a
una disminución significativa de la demanda doméstica como consecuencia de la
recesión y al exceso de oferta en los años anteriores a la crisis.
• A partir de 2014, el número total de operaciones empezó a crecer nuevamente,

mostrando señales positivas de recuperación. La diferencia entre las operaciones
en 2016 y los niveles máximos indica que el mercado español tiene un fuerte
potencial de crecimiento.
• Durante los últimos ocho trimestres, la diferencia entre el porcentaje de venta de

viviendas nuevas y viviendas de segunda mano se ha ampliado (10% de nuevas
viviendas frente a un 90% de viviendas de segunda mano), lo que indica una
escasez de oferta de nuevas viviendas y una disminución en el stock de viviendas
nuevas. Siendo el actual número de inicio de construcción de viviendas (LTM a
31 de marzo de 2017) un 91% inferior a su máximo histórico, no se prevé que
esta escasez de oferta vaya a resolverse en un futuro próximo.
• Absorción del parque de viviendas: Durante la crisis financiera, España acumuló

un stock de viviendas considerable por la importante ralentización de la actividad
financiera. Según estimaciones del Ministerio de Fomento, el stock de viviendas
de reciente construcción no vendidas empezó a crecer en 2005, llegando a un
máximo de 650.000 unidades en 2009. Sin embargo, este parque viene
disminuyendo desde 2009 y debería seguir bajando teniendo en cuenta la escasez
actual y a corto plazo de la oferta de nuevas viviendas.
Consideraciones sobre los precios residenciales
La reciente recuperación en el número de operaciones y la escasez de oferta de nuevas

viviendas han producido un aumento de precios. Según el índice de precios de viviendas
del Ministerio de Fomento, entre el 2014 y el segundo trimestre de 2017, el índice de
precios de las viviendas aumentó un 5%, tras una disminución del 31% a partir del tercer
trimestre de 2007 hasta 2014. No obstante, los precios de las viviendas continúan estando
muy por debajo de su máximo histórico.
Según CBRE, con la recuperación económica, los precios de las viviendas deberían
aumentar sostenidamente en los próximos años pero sin alcanzar los niveles de
crecimiento anual de 14% experimentados entre 2002 y 2006.
Dinámica del mercado inmobiliario
En España, conseguir suelo de calidad en términos de tamaño, precio y ubicación está

siendo cada vez más difícil (incluido el suelo finalista ubicado en sub-mercados con
RESUMEN
solidez económica y suelo todavía en proceso de obtención de permisos pero no lejos de

obtener ser calificado como finalista) y, aunque todavía hay una existencia significativa
de bancos de suelo, la mayoría de estos suelos se encuentran ubicados en zonas de baja
demanda o se encuentran en procesos de planificación urbanística muy extensos.
La recuperación del sector de la construcción de viviendas ha tenido un impacto

moderado y desigual en los precios de los inmuebles. En ubicaciones privilegiadas donde
hay una fuerte demanda de nuevas viviendas, los precios han crecido por encima de la
media. No obstante, según el Ministerio de Fomento, los precios todavía se encuentran en
sección baja del ciclo.
En la mayoría de regiones españolas, los precios del suelo siguen estando cerca de sus
valores mínimos de los años entre 2004 y el 30 de junio de 2017, lo que debería permitir
un mayor margen de recuperación de los precios en el futuro. Se ha de señalar que el
suelo está vinculado al precio de las viviendas ya que el coste del suelo es una fracción
del ingreso obtenido por el promotor. Por tanto, el incremento en los precios de la
vivienda beneficia a los precios del suelo a medida que los costes de construcción
incrementan con el IPC y los márgenes tienden a contraerse durante el ciclo si los
constructores tienen que adquirir nuevo suelo (que no es el caso de la Sociedad que, de
hecho, se vería beneficiada gracias a su excedente de suelo).
Competencia
La Sociedad opera en un mercado competitivo y muy fragmentado. Los actuales actores

del mercado pueden dividirse en tres grupos: (i) nuevas incorporaciones (como Neinor,
Vía Celere, Aedas y Aelca), que tienen una presencia geográfica limitada, se centran
principalmente en ciudades, cuentan con fuentes de capital internacionales y recurren a la
adquisición recurrente de suelo en un contexto de mercado inflacionario; (ii) actores
regionales (como Pryconsa, Inmoglaciar, Amenabar, Quabit, Ibosa, Grupo Insur, La Llave
de Oro e Inkosur), que tienen un foco y experiencia regionales, son "supervivientes" de la
crisis financiera global en España y están siendo objeto de procesos de reestructuración y
(iii) tenedores no naturales de suelo (como la Sareb, Aliseda, Altamira, Servihabitat,
Solvia, BBVA, CaixaBank, Sabadell y Santander), que no consideran la promoción
inmobiliaria como su actividad principal, buscan reducir su exposición y el volumen de
activos inmobiliarios y no se consideran competidores.
RESUMEN
B.5 Descripción El siguiente gráfico muestra un resumen de la estructura corporativa de la Sociedad a la

del grupo: fecha del presente Folleto.
RESUMEN
B.6 Accionistas A la fecha del presente Folleto, el capital emitido de la Sociedad asciende a
mayoritarios: 1.092.069.657,44 euros, dividido en 151.676.341 acciones de una sola clase, con un valor
nominal de 7,20000001476829 euros cada una. Cada Acción confiere a su titular un voto.
Todas las Acciones de la Sociedad están íntegramente suscritas y desembolsadas.
La siguiente tabla muestra cierta información sobre la titularidad efectiva de las Acciones
antes y después de la Oferta.
Antes de la Oferta Después de la Oferta

Nº de Acciones Nº de Acciones
en propiedad en propiedad
efectiva (sin efectiva
ejercer (ejerciendo
Número de derecho de derecho de
Acciones en sobre- sobre-
Titular efectivo propiedad % adjudicación) % adjudicación) %
Entidades Santander (1) ....... 108.371.090 71,45% 80.860.379 53,31% 76,733,773 50.59%
Entidades BBVA(2) ............. 43.242.562 28,51% 31.622.838 20,85% 29.879.879 19,70%
Accionistas minoritarios ..... 62.216 0,04% 62.216 0,04% 62.216 0,04%
Autocartera ........................ 473 0.00% 473 0.00% 473 0.00%
Capital flotante ................... - - 39.130.435 25,80% 45.000.000 29,67%
Total .................................. 151.676.341 100,0 151.676.341 100,0 151.676.341 100,0
(1) Entidades Santander incluye a Banco Santander, S.A., Altamira Santander Real Estate, S.A.,
Luri 6, S.A., Banco Popular Español, S.A., Aliseda, S.A.U., e Inversiones Inmobiliarias Canvives,
S.A.
(2) Entidades BBVA incluye a Banco Bilbao Vizcaya Argentaria, S.A., Anida Operaciones
Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A., Arrels CT Patrimoni i Projects,
S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona Nexus, S.L., Unnim
Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat Gestió De Sol, S.L. y Prov-Infi-
Arrahona, S.L.
Como consecuencia de la adquisición indirecta por The Blackstone Group (“Blackstone”)

de un 51% del negocio inmobiliario del Banco Popular y de alguna de sus filiales, se
espera que, tras la Admisión, Banco Popular transmita 5.990.548 acciones de la Sociedad
(que representan un 3,95% del actual capital social de la Sociedad) a Project Quasar
Investments 2017, S.L., una sociedad participada por Blackstone (51%) y Banco Popular
(49%) (“Project Quasar”).
RESUMEN
CUENTA DE RESULTADOS CONSOLIDADA Ejercicio 9 meses
B.7 Información cerrado a 30 de Al cierre del ejercicio
histórica septiembre 31 diciembre
financiera 2017 2016(1) 2016 2015(2)
clave: (en miles de euros)
Importe neto de la cifra de negocios .............................................. 18.887 11.220 21.020 36.038
Coste de las ventas ........................................................................ (14.621) (8.836) (16.412) (27.444)
Gastos de personal ........................................................................ (4.425) (2.087) (3.366) (2.788)
Servicios exteriores ....................................................................... (3.549) (2.380) (3.676) (5.604)
Variación en las dotaciones de tráfico ........................................... (68.364) (6.509) (25.635) (27.701)
Alteraciones en el valor de la inversión inmobiliaria ..................... (1.461) 8.895 8.355 9.008
Otros ingresos y pérdidas .............................................................. - 85 83 (1)
Ganancias/ (pérdidas) de la explotación .............................. (73.533) 388 (19.631) (18.492)

Ingresos financieros ...................................................................... 38 141 170 160,570
Gastos financieros ......................................................................... (4.164) (22) (119) (19.169)
Gastos financieros capitalizados .................................................... 78 - 103 77
Deterioro y ganancias/(pérdidas) por enajenaciones de
instrumentos financieros .......................................................... 196 - - (61.604)
Resultados de las compañías contabilizados según el método
de participación ........................................................................ 236 (212) (211) (425)
Ingresos/(gastos) financieros ....................................................... (3.616) (93) (57) 79.449
Resultado antes de impuestos ..................................................... (77.149) 295 (19.688) 60.957
Impuestos sobre las ganancias ....................................................... 43.293 (55) (846) 3.186
Resultado del ejercicio ................................................................ (33.856) 240 (20.534) 64.143
_________
(1) Información financiera no auditada.
(2) Información financiera no auditada correspondiente al negocio de promoción inmobiliaria de MVCSA al cierre del
ejercicio el 31 de diciembre de 2015 presentada solamente con fines comparativos. Para más información, véase la nota 1
y la nota 2.4 de los Estados Financieros Auditados.
RESUMEN
BALANCE CONSOLIDADO A 30
septiembre A 31 diciembre
2017 2016 2015(1)
(en miles de euros)
ACTIVO
Activos no corrientes
Inmovilizado material e inmaterial ...................................................................... 282 1 -
Inversiones inmobiliarias .................................................................................... 305.725 109.600 224,540
Inversiones en asociados ..................................................................................... - 117 319
Activos financieros no corrientes ........................................................................ 76.881 63.533 63.511
Activos fiscales diferidos .................................................................................... 89.059 39.189 39.839
Total activo no corriente ................................................................................. 471.947 212.440 328.209
Activos corrientes
Existencias ........................................................................................................ 1.629.760 814.182 704.494
Deudores comerciales y otras cuentas por cobrar .............................................. 186.461 22.608 13.071
Otros activos financieros corrientes ................................................................... 1.343 1.038 23.962
Efectivo y otros activos líquidos........................................................................ 32.631 32.464 12.197
Total activos corrientes ................................................................................... 1.850.195 870.292 753.724
Total activos ..................................................................................................... 2.322.142 1.082.732 1.081.933
FONDOS PROPIOS
Total fondos propios atribuibles a los accionistas de la Sociedad
Capital ............................................................................................................... 956.279 492.045 492.045
Prima sobre las acciones.................................................................................... 1.174.251 541.077 541.077
Reservas en compañías contabilizadas según el método de participación .......... (3.275) (3.172) (2.747)
Beneficios/(pérdidas) consolidados del ejercicio ............................................... (64.528) (30.775) (10.957)
Total fondos propios........................................................................................ 2.062.727 999.175 1.019.418
PASIVO
Pasivo no corriente
Dotaciones ........................................................................................................ 19.221 30.423 25.474
Deuda financiera ............................................................................................... 4.997 352 389
Otros pasivos no corrientes ............................................................................... 3.427 5.429 4.783
Pasivos por impuestos diferidos ........................................................................ 5.176 987 987
Total pasivo no corriente ................................................................................ 32.821 37.191 31.633
Pasivos corrientes
Dotaciones ........................................................................................................ 12.338 12.909 12.813
Deuda financiera ............................................................................................... 171.687 2 70
Acreedores comerciales y otras cuentas por pagar ............................................. 31.422 24.697 9.238
Impuestos sobre los ingresos pagaderos ............................................................ 2.389 - 3
Ingresos diferidos .............................................................................................. 8.758 8.758 8.758
Total pasivo corriente ..................................................................................... 226.594 46.366 30.882
Total pasivo ..................................................................................................... 259.415 83.557 62.515
Total fondos propios y pasivo ......................................................................... 2.322.142 1.082.732 1.081.933
__________
(1) Información financiera no auditada correspondiente al negocio de promoción inmobiliaria de MVCSA al cierre del ejercicio
el 31 de diciembre de 2015 presentada solamente con fines comparativos. Para más información, véase la nota 1 y la nota 2.4 de
los Estados Financieros Auditados.
FLUJO DE CAJA CONSOLIDADO Ejercicio 9 meses cerrado a Ejercicio cerrado a 31 de

30 de septiembre, diciembre,
(1)
2017 2016 2016 2015(2)
(en miles de euros)
Efectivo neto generado por (utilizado en) actividades de explot. ... (173.899) 19.359 20.913 (62.225)
Efectivo neto generado por (utilizado en) activ. de inversión ........ (529) (101) (541) (732)
Efectivo neto generado por (utilizado en) activ. financieras .......... 174.595 102 (105) -
Aumento/(disminución)neto en efectivo y equivalentes ................ 167 19.360 20.267 (62.957)
__________
(1) Información financiera no auditada.
(2) Información financiera no auditada correspondiente al negocio de promoción inmobiliaria de MVCSA al cierre del
ejercicio el 31 de diciembre de 2015 presentada solamente con fines comparativos. Para más información, véase la nota 1
y la nota 2.4 de los Estados Financieros Auditados.
RESUMEN
B.8 Información La información financiera consolidada pro forma ha sido elaborada para ilustrar, con
financiera carácter provisional, el posible impacto de la Operación (i.e. las aportaciones no
seleccionada dinerarias a favor de la Sociedad, consistentes en acciones de Metrovacesa
pro forma: Arrendamiento, a través de dos aumentos de capital no dinerarios, habiendo sido el
segundo de ellos ejecutado el pasado 8 de enero de 2018) en el balance consolidado a 30
de septiembre de 2017 y la cuenta de resultados consolidada correspondiente al período
cerrado a 30 de septiembre de 2017, como si la Operación hubiese tenido lugar el 1 de
enero de 2017 a los efectos de la cuenta de resultados consolidada y a 30 de septiembre de
2017 a los efectos del balance pro forma consolidado.
Los datos del balance pro forma consolidado a 30 de septiembre de 2017 y de la cuenta de
resultados pro forma consolidada cerrada a 30 de septiembre de 2017 son los siguientes:
Balance consolidado pro forma a 30 de septiembre de 2017
Metrovacesa Eliminaciones Reclasificación Consolidado

Sociedad Arrendamiento, intra-compañía de suelo pro forma
(en miles de euros)
Activo
Activo inmaterial .................... 135 - - - 135
Activo material ........................ 147 - - - 147
Inversiones inmobiliarias ......... 305.725 323.878 - (255.291) 374.312
Cuentas a cobrar ...................... 76.881 1.271 - - 78.152
Activos por impuestos
diferidos ................................... 89.059 10.263 - - 99.322
Total activos no corrientes ..... 471.947 335.412 - (255.291) 552.068

Existencias ............................... 1.629.760 73 - 255.291 1.885.124
Deudas comerciales y otras
cuentas a cobrar ....................... 186.461 31 (71) - 186.421
Otros activos financieros
corrientes ................................. 1.343 138 - - 1.481
Efectivo y equivalentes ............

32.631 12.399 - - 45.030
Total activos corrientes .......... 1.850.195 12.641 (71) 255.291 2.118.056
Total activo ............................. 2.322.142 348.053 (71) - 2.670.124

RESUMEN
Aument
Metrovacesa o de Eliminaciones Recalificación de Consolidado
Sociedad Arrendamiento capital intra-compañía suelo pro forma
(en miles de euros)
Fondos propios
Capital ......................... 956.279 307.528 171.738 - - 1.092.069
Prima sobre acciones ... 1.174.251 14.560 185.139 - - 1.373.950
Ganancias
acumuladas .................. (64.528) 15.091 (15.091) - 4.042 (60.486)
Reservas en
compañías
contabilizadas según
método proporcional .... (3.275) (1.579) 1.579 (3.275)
Patrimonio neto
atribuible a los
accionistas de la
sociedad dominante ..... 2.062.727 335.600 (111) - 4.042 2.402.258
Participaciones no
dominantes .................. - - 111 . 1 112
Total fondos
propios ........................ 2.062.727 335.600 - - 4.043 2.402.370
Pasivos
Dotaciones ................... 19.221 351 - - - 19.572
Préstamos .................... 4.997 - - - - 4.997
Deudas comerciales
y otras cuentas a
pagar ........................... 3.427 1.522 - - - 4.949
Pasivos por
impuestos diferidos ...... 5.176 4.043 - - (4.043) 5.176
Total pasivo no
corriente ..................... 32.821 5.916 - - (4.043) 34.694
Dotaciones ................... 12.338 135 - - - 12.473
Préstamos .................... 171.687 - - - - 171.687
Deudas comerciales
y otras cuentas a
pagar ............................ 31.422 6.402 - (71) - 37.753
Pasivos por
impuestos actuales ....... 2.389 - - - - 2.389
Ingresos diferidos ........ 8.758 - - - - 8.758
Total pasivo
corriente ..................... 226.594 6.537 - (71) - 233.060
Total pasivo ................ 259.415 12.453 - (71) (4.043) 267.754

Total fondos
propios y pasivo ......... 2.322.142 348.053 - (71) - 2.670.124
Cuenta de resultados consolidada pro forma no cerrada a 30 de septiembre de 2017

Metrovacesa Eliminaciones Recalificaciones Consolidada
Sociedad Arrendamiento intra-compañía de suelo pro forma
(en miles de euros)
Ventas........................................... 18,887 1.549 (2,069) 2.084 20.451
Coste de las ventas ........................ (14.621) (1.453) 1,275 (2.084) (16.883)
Gastos de personal ........................ (4.425) (119) - - (4.544)
Servicios exteriores ....................... (3.549) (856) 785 - (3.620)
Variación de las dotaciones de
tráfico ........................................... (68.364) 8.163 - (4.815) (65.016)
Variaciones en el valor de las
inversiones inmobiliarias .............. (1.461) 11.800 - (10.481) (142)
Resultado de explotación ............ (73.533) 19.084 (9) (15.296) (69.754)
Ingresos financieros ...................... 38 - - - 38
Coste financiero ............................ (4.164) - - - (4.164)
RESUMEN
Coste financiero capitalizado ........ 78 - - - 78
Deterioro y resultado de la
enajenación de instrumentos
financieros .................................... 196 - - - 196
Resultados compañías según
método de participación ................ 236 - - - 236
Ingresos/(gastos) financieros ...... (3.616) - - - (3.616)
Ganancias/(pérdidas) antes de
impuestos ..................................... (77.149) 19.084 (9) (15.296) (73.370)
Impuestos sobre las ganancias ....... 43.293 6.765 2 3.824 53.884
Ingresos/(pérdidas) del
ejercicio ....................................... (33.856) 25.849 (7) (11.472) (19.486)
Resultado atribuible a los
accionistas de la sociedad
dominante - - - - (19.491)
Resultado atribuible a
participaciones no dominantes - - - - 5
RESUMEN
B.9 Estimación de No procede. Este Folleto no incluye previsiones o estimaciones de beneficios.

beneficios:
B.10 Descripción Los informes de auditoría correspondientes a los estados financieros consolidados
de la auditados de la Sociedad y sus notas (i) correspondientes al periodo de nueve meses
naturaleza de cerrado al 30 de septiembre de 2017 y (ii) a 31 de diciembre de 2016 emitidos por
cualquier PricewaterhouseCoopers Auditores, S.L. no contienen salvedades.
salvedad en el
informe de
auditoría
sobre la
información
financiera
histórica
B.11 Capital de En opinión de la Sociedad, El capital de explotación es suficiente para atender sus
explotación: necesidades actuales y, en particular, al menos para los 12 meses siguientes a la fecha del
presente Folleto.
Section C—Valores
C.1 Tipo y clase El código ISIN de las Acciones adjudicado por la Agencia Nacional de Codificación de
de valores: Valores Mobiliarios, organismo dependiente de la Comisión Nacional del Mercado de
Valores) (“CNMV”) es el ES0105122024. Se espera que las Acciones coticen en las
bolsas de Madrid, Barcelona, Bilbao y Valencia (las “Bolsas de Valores Españolas”) a
través del Sistema de Interconexión Bursátil Español o Mercado Continuo) (“SIBE”)
identificadas con el código de cotización “MVC”.
C.2 Divisa de Las Acciones se encuentran denominadas en euros.

emisión de
los valores:
C.3 Número de A la fecha del presente Folleto, el capital social emitido por la sociedad asciende a
acciones 1.092.069.657,44 euros, dividido en 151.676.341 acciones ordinarias con un valor
emitidas: nominal de 7,20000001476829 euros cada una. Cada Acción confiere a su titular un
único voto. Todas las Acciones de la Sociedad se encuentran íntegramente suscritas y
desembolsadas.
C.4 Descripción Las Acciones otorgan a sus titulares los derechos establecidos en los estatutos de la
de los Sociedad y en el Real Decreto Legislativo 1/2010, de 2 de julio, que aprueba el Texto
derechos Refundido de la Ley de Sociedades de Capital, incluidos entre otros: (i) el derecho asistir
vinculados a a las asambleas generales de la Sociedad, con derecho tanto de voz como de voto, (ii) el
los valores: derecho a percibir dividendos proporcionalmente al capital desembolsado de la
Sociedad, (iii) el derecho de suscripción preferente respecto de las nuevas Acciones
emitidas en aumentos de capital con aportaciones dinerarias (iv) el derecho a percibir
cuales quiera ti vos en proporción a la participación que ostente con ocasión de la
liquidación de la Sociedad.
C.5 Restriccione No hay restricciones a la libre transmisibilidad de las Acciones de la Sociedad.

s a la libre
transmisibili
dad de los
RESUMEN
valores:
C.6 Admisión: La Sociedad solicitará la admisión a cotización de la totalidad de sus Acciones en las
Bolsas de Valores Españolas a través del SIBE. No se ha solicitado ni existe a esta fecha
intención alguna de solicitar la admisión de las Acciones a cotización o negociación en
ningún otro mercado.
C.7 Política de Los titulares de Acciones tendrán derecho a recibir aquellos dividendos futuros que
dividendos: pudieran declararse en función de las disposiciones previstas en los estatutos de la
Sociedad. En cualquier caso, la capacidad de pagar dividendos de la Sociedad dependerá
también del comportamiento y de las previsiones de su negocio, de su estructura de
capital y necesidades financieras, de las condiciones generales de mercado y del
mercado de capitales y de otros factores que el consejo de administración y los
accionistas pueden considerar relevantes a la sazón, así como de las restricciones legales
vigentes.
Las expectativas de la Sociedad en materia de dividendos, reservas disponibles,

resultados del negocio y condiciones del mercado están sujetas a numerosas
suposiciones, riesgos e incertidumbres que pueden escapar a su control.
A corto plazo, la Sociedad pretende dedicar sus flujos de caja generales a seguir
desarrollando el negocio. Durante el medio plazo (tres a seis años a partir de la fecha de
este Folleto) la Sociedad espera generar un flujo de caja fuerte como resultado de varios
factores. Por tanto, la Sociedad espera adoptar una política de dividendos consistente con
la naturaleza de su negocio, con el objetivo de pagar 80% del flujo de caja libre. La
Sociedad espera poder empezar a pagar dividendos a sus accionistas a partir del 2020.
En el largo plazo, la Sociedad revisará su política de dividendos de conformidad con la
evolución del negocio y el perfil de la Sociedad en materia de dividendo será definido
con base en el ciclo de negocio y en línea con las sociedades comparables.
Sin embargo, en virtud de los términos del Contrato de Préstamo, la Sociedad está sujeta
a ciertas restricciones que afectan a los pagos y repartos de dividendos antes de 2019.
Section D—Riesgos
D.1 Información Invertir en las Acciones implica un cierto grado de riesgo. Antes de tomar una decisión
fundamental de inversión, los inversores deben valorar cuidadosamente los riesgos y las
sobre los incertidumbres que se describen a continuación, junto con el resto de información
principales contenida en el presente Folleto. Cualquiera de los siguientes riesgos e incertidumbres
riesgos podría tener un efecto sustancial adverso en el negocio, los resultados de las
específicos operaciones, la situación financiera o las perspectivas de la Sociedad. El precio del
del emisor o mercado de las Acciones podría bajar, por lo que el inversor podría perder total o
de su sector parcialmente su inversión.
de actividad:
La información contenida en este Folleto debe considerarse teniendo en cuenta los
riesgos que se mencionan a continuación y que se describen en el apartado Factores de
Riesgo al comienzo de la página 24, y que forma una parte integral del mismo.
Antes de invertir en las acciones ordinarias, los inversores deben considerar los posibles
riesgos asociados que conllevan. Cualquiera de los siguientes riesgos e incertidumbres
podría tener un efecto adverso significativo en el negocio, los resultados de operaciones,
la situación financiera, los flujos de caja y las perspectivas de la Sociedad. Asimismo, ni
el orden ni la extensión con la que se presentan tales factores de riesgo supone
indicación alguna de la probabilidad con la que pudiera en su caso materializarse ni del
alcance que pudieran tener las posibles consecuencias sobre la actividad, la situación
financiera o el resultado de las operaciones de la Sociedad. El precio del mercado de las
Acciones podría disminuir como consecuencia de los mencionados riesgos e
incertidumbres, por lo que los inversores podrían perder la totalidad o parte de su
inversión.
Riesgos relativos a la situación general política y económica
• Puesto que todas las operaciones y los activos de la Sociedad se encuentran en

España, factores adversos en la situación política y económica general de dicho país,
la Unión Europea o a escala global, podrían perjudicar gravemente el negocio, los
resultados de las operaciones, la situación financiera o las perspectivas de la
Sociedad.
• Acontecimientos políticos económicos recientes en España podrían tener un efecto

negativo sobre su economía y mercados financieros.
• Los recientes acontecimientos relaticos al movimiento separatista en Cataluña

podrían afectar al mercado inmobiliario residencial español y podrían tener un
impacto negativo sobre el negocio de la Sociedad.
Riesgos relativos al negocio de la Sociedad
• La Sociedad podría no conseguir implementar con éxito su estrategia de negocio y

no lograr el crecimiento y los retornos esperados.
• La Sociedad está expuesta a riesgos relacionados con la tramitación de licencias. El

negocio de la Sociedad puede verse perjudicialmente afectado en caso de no obtener
o si se produjesen retrasos considerables en la obtención de los Permisos necesarios
para la urbanización y construcción de sus proyectos o si posteriormente se
impugnasen la normativa urbanística aprobada y/o los Permisos.
• En relación con la ejecución de sus proyectos podrían producirse costes

significativos imprevistos.
RESUMEN
• La Sociedad podría no ser capaz de desarrollar y vender todos sus proyectos con
éxito o dentro del calendario esperado.
• La Sociedad dispone de datos operativos y financieros limitados y ha incurrido en

pérdidas.
• La Sociedad depende de su dirección, de la experiencia de su personal clave y podría

no estar en condiciones de atraer y mantener una plantilla altamente cualificada y
experimentada.
• Las tasaciones inmobiliarias de los proyectos y suelos de la Sociedad incluidos en el

presente Folleto pueden no ser un reflejo de los valores actuales del mercado, ya que
la determinación de tales valores es un proceso intrínsecamente subjetivo.
Asimismo, una tasación puede no ser directamente comparable con las de carteras
inmobiliarias similares de otros promotores inmobiliarios en el mercado español
como consecuencia de diferentes presupuestos y metodologías.
• Puede que la Sociedad no haya identificado todos los riesgos y responsabilidades

vinculados a los activos recientemente aportados por las Entidades Santander y las
Entidades BBVA.
• La Sociedad está expuesta a riesgos relacionados con su endeudamiento.
• Las fincas y los inmuebles pueden ser activos ilíquidos y por lo tanto difíciles de
vender.
• Si la Sociedad no pudiese obtener suficiente capital en términos aceptables, podría

no estar en condiciones de desarrollar su cartera de suelos, sufrir un aumento en los
costes o incurrir en retrasos en la conclusión de sus proyectos.
• Los beneficios derivados de las promociones inmobiliarias podrían ser inferiores a

los inicialmente estimados o previstos.
• El negocio de la Sociedad depende de la disponibilidad, la pericia y los resultados de

contratistas, subcontratistas y otros proveedores de servicios.
• Las ventas anticipadas podrían no concretarse en los términos acordados en el

momento de la firma del contrato e incluso no materializarse en absoluto.
• El rendimiento operativo de la Sociedad está sujeto a riesgos asociados con el sector

inmobiliario y de la promoción de viviendas en general.
• El mercado residencial español podría ser cada vez más competitivo.
• Existe en España un amplio parque de viviendas sin vender, lo que podría conducir a
la baja los precios de nuevas viviendas.
• La cartera de suelos comerciales de la sociedad está sujeta a riesgos inherentes.
• Los impuestos son una parte importante del negocio de la Sociedad, por lo que un
RESUMEN
cambio en la normativa fiscal nacional, autonómica o local podría tener un impacto

sustancial en la demanda de inmuebles residenciales.
• La inflación puede repercutir negativamente en la Sociedad incrementando los

costes por encima de lo que puede recuperarse con aumentos de precios.
• Un descenso en el valor del suelo podría dar lugar a deterioros o provisiones

significativas.
• La Sociedad está sujeta a una compleja y abundante normativa cuya aplicación,

interpretación o eficacia están sujetas a cambio.
• La construcción de nuevos proyectos conlleva riesgos en materia de seguridad,

higiene y medioambiente.
• La demanda de nuevas viviendas depende de la predilección de los clientes por un

tipo de alojamiento, su ubicación así como de percepciones en cuanto a la calidad de
los productos de la Sociedad.
• Las limitaciones en la disponibilidad de préstamos hipotecarios así como los

incrementos en los tipos de interés pueden repercutir negativamente en las ventas.
• Todo impacto negativo en el prestigio y en el valor asociado a la marca de la

Sociedad podrían afectar negativamente su reputación, negocios, resultados
financieros y precios de su parque de viviendas.
• Podemos sufrir pérdidas no aseguradas o pérdidas significativas que excedan la

cobertura de nuestros seguros.
• La Sociedad está expuesta a reclamaciones de responsabilidad interpuestas por

terceros.
• La Sociedad depende de sistemas de tecnología de la información que pueden sufrir

fallos, no resultar idóneos para las tareas de que se trate o ser víctimas de un
ciberataque.
• Si la Sociedad dejase de mantener un sistema efectivo de controles internos, podría

no estar en condiciones de determinar con exactitud sus resultados financieros o
impedir el fraude. En consecuencia, los accionistas podrían perder su confianza en
los resultados financieros de la Sociedad, lo que podría tener un impacto negativo
sustancial.
• Desastres naturales y condiciones climáticas adversas podrían retrasar la entrega y

aumentar los costes de nuevas viviendas en las zonas afectadas.
• Los cambios en los patrones demográficos podrían afectar negativamente la

demanda de viviendas.
RESUMEN
D.3 Información Antes de invertir en las Acciones, los inversores deberían valorar los riesgos asociados a
fundamental ello.
sobre los
principales Riesgos relativos a la Oferta y a las Acciones
riesgos
específicos • No hay garantía de que la Sociedad pueda pagar dividendos en el futuro.
de los
valores: • Después de la Oferta, las Entidades Santander y las Entidades BBVA seguirán
teniendo una influencia significativa en la Sociedad, su gestión y operaciones.
• Los Accionistas Vendedores podrán transmitir sus acciones en la Sociedad en

cualquier momento tras los 180 días correspondientes al compromiso de no
disposición que es habitual en este tipo de operaciones.
• No hay un mercado público para las Acciones y la Sociedad no está en condiciones

de asegurar el desarrollo de un mercado de negociación activo para las mismas
• La Sociedad no puede asegurar a los inversores que el Precio de la Oferta coincida

con su precio futuro después de la Oferta.
• Futuras emisiones o ventas de Acciones después de la Oferta podrían afectar

negativamente al precio de mercado de las Acciones Existentes.
• El precio de mercado de las Acciones podría ser volátil y quedar sujeto a repentinos
y significativos descensos fuera del control de la Sociedad.
• Los accionistas extranjeros podrían tener una capacidad limitada a la hora de

interponer acciones legales o ejecutar sentencias dictadas en contra de la Sociedad o
sus administradores.
• Si la Sociedad decidiese ser una sociedad de inversión extranjera pasiva (passive

foreign investment company), ello podría dar lugar a ciertas consecuencias adversas
en materia de impuestos federales sobre los ingresos de EE. UU. para los titulares de
Acciones estadounidenses.
• La Oferta quedará automáticamente revocada si las Acciones no fuesen admitidas a

en las Bolsas de Valores Españolas.
• Los accionistas de países con divisas distintas al euro quedarán expuestos a riesgos
asociados al tipo de cambio.
• Los accionistas de ciertos países distintos de España podrían no ser capaces de

ejercitar sus derechos de suscripción preferente para adquirir nuevas Acciones en
caso de emisión de nuevas Acciones.
• Las Acciones Existentes no serán de libre transmisión en los Estados Unidos.

Sección E—Oferta
E.1 Ingresos Las “Entidades BBVA” (Banco Bilbao Vizcaya Argentaria, S.A., Anida Operaciones
netos totales Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A., Arrels CT Patrimoni i
y cálculo de Projectes, S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona
los gastos Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat,
totales de la Gestio de Sol, S.L. y Prov-Infi-Arrahona, S.L.) y las “Entidades Santander” (Banco
emisión: Santander, S.A., Altamira Santander Real Estate, S.A., Luri 6, S.A., Banco Popular
Español, S.A., Aliseda, S.A.U. e Inversiones Inmobiliarias Canvives, S.A.) (las
Entidades Santander, excluyendo a Banco Santander, S.A., Banco Popular Español,
S.A., Aliseda, S.A.U. e Inversiones Inmobiliarias Canvives, S.A., y las Entidades
BBVA, excluyendo a Banco Bilbao Vizcaya Argentaria, S.A., conjuntamente los
“Accionistas Vendedores”) venden las Acciones Existentes en la Oferta. Metrovacesa
no recibirá ninguna clase de ingresos por la venta de las Acciones Existentes por parte
de los Accionistas Vendedores en la Oferta. Con sujeción a lo dispuesto en siguiente
apartado, se espera que las comisiones y gastos pagaderos por la Sociedad en relación
con la Oferta serán aproximadamente de 3,6 millones de euros.
Los Accionistas Vendedores esperan obtener unos ingresos brutos de hasta 763,04
millones de euros (suponiendo que no se ejercite la Opción de Sobre-adjudicación) y de
hasta 877,50 millones de euros (suponiendo el ejercicio íntegro de la Opción de Sobre-
adjudicación) de la venta de las Acciones Existentes a través de la Oferta. Los
Accionistas Vendedores correrán a cargo con todas las comisiones pagaderos con
respecto a la colocación de las Acciones y su aseguramiento.
E.2 Razones que La Oferta brindará a los Accionistas Vendedores la oportunidad de monetizar su
justifican la inversión en la Sociedad.
emisión y el
destino de Se espera que la Oferta amplíe la base de accionistas de la Sociedad, que permitan la
los ingresos: entrada en el capital de inversores institucionales a largo plazo y una base diversificada
de accionistas internacionales, mejorando así el acceso de la Sociedad a los mercados
públicos de capitales (incluidos los mercados de instrumentos de deuda) y facilitando de
esta forma la obtención de financiación destinada al crecimiento futuro.
Finalmente, se espera que la Oferta otorgue a la Sociedad un mayor reconocimiento de

marca, aumentando la calidad de su perfil corporativo global, mejorando la transparencia
y su prestigio gracias a su consideración como sociedad cotizada.
La Sociedad no recibirá ingresos de ninguna clase por la venta de las Acciones

Existentes en la Oferta.
E.3 Descripción Los Accionistas Vendedores ofrecen hasta un máximo de 39.130.435 Acciones
de las ordinarias (las “Acciones Iniciales”), con un valor nominal de 7,20000001476829 euros
condiciones cada una, de la Sociedad a inversores cualificados. Las Acciones Iniciales constituyen el
de la 25,80% del capital no desembolsado existente de la Sociedad.
emisión:
Específicamente, Altamira Santander Real Estate, S.A., ofrece hasta un máximo de
13.973.985 Acciones ordinarias, Luri 6, S.A., ofrece hasta un máximo de 13.536.726
Acciones ordinarias, Anida Operaciones Singulares, S.A. ofrece hasta un máximo de
1.735.693 Acciones ordinarias, BBVA Propiedad, S.A. ofrece hasta un máximo de
3.844.162 Acciones ordinarias, Arrels CT Finsol, S.A. ofrece hasta un máximo de
891.714 Acciones ordinarias, Arrels CT Patrimoni i Projectes, S.A. ofrece hasta un
máximo de 302.112 Acciones ordinarias, Anida Desarrollos Inmobiliarios, S.L. ofrece
hasta un máximo de 3.404.290 Acciones ordinarias, L Eix Immobles, S.L. ofrece hasta
un máximo de 360.161 Acciones ordinarias, Arrahona Nexus, S.L. ofrece hasta un
máximo de 445.524 Acciones ordinarias, Unnim Sociedad para la Gestión de Activos
RESUMEN
Inmobiliarios, S.A. ofrece hasta un máximo de 366.624 Acciones ordinarias, Gescat,

Gestio de Sol, S.L. ofrece hasta un máximo de 154.522 Acciones ordinarias, y Prov-Infi-
Arrahona, S.L. ofrece hasta un máximo de 114.922 Acciones ordinarias.
Asimismo, Altamira Santander Real Estate, S.A. y Anida Operaciones Singulares, S.A.
otorgarán a [Morgan Stanley & Co. International plc][Deutsche Bank AG, London
Branch] una opción para adquirir hasta 4.126.606 y 1.742.959 Acciones adicionales,
respectivamente (representativas del 15% de las Acciones Iniciales) (las “Acciones
Adicionales” y, conjuntamente con las Acciones Iniciales, las “Acciones Existentes”)
para cubrir cualesquiera sobre-adjudicaciones en la Oferta, en su caso, así como
posiciones cortas que pudieran resultar de operaciones de estabilización (la “Opción de
Sobre-adjudicación”).
El rango del Precio de la Oferta indicativo y no vinculante es de 18,00 euros a 19,50
por Acción ofertada (el “Rango del Precio de la Oferta”), pero el Precio de la Oferta
de las Acciones Existentes (el “Precio de la Oferta”) podría estar fuera de dicho rango.
El Rango del Precio de la Oferta se ha determinado a raíz de las negociaciones entre los
Accionistas Vendedores y los Coordinadores Globales Conjuntos sin haber consultado
a expertos independientes a la hora de determinar el Rango del Precio de la Oferta. El
Rango del Precio de la Oferta implica un Precio de la Oferta agregado de
aproximadamente entre 704,35 millones de euros y 763,04 millones de euros, en caso
de no ejercitarse la Opción de Sobre-adjudicación y de entre 810,00 millones de euros y
877,50 millones de euros, en caso de ejercitarse íntegramente la Opción de Sobre-
adjudicación. La capitalización de mercado de la Sociedad asciende aproximadamente a
entre 2.730 millones de euros y 2.957 millones de euros.
El Precio de la Oferta se determinará una vez concluido el período de recepción de
ofertas (en torno al 1 de febrero de 2018) que será anunciado por la Sociedad mediante
un hecho relevante e informado a la CNMV no más tarde de las 03:00 del día siguiente
(horario de Madrid) (salvo que los Accionistas Vendedores y los Coordinadores
Globales Conjuntos acordasen otra cosa) en la fecha en la que se fije el Precio de la
Oferta (lo que se espera que ocurrirá alrededor del 1 de febrero de 2018) (u otra fecha
anterior o posterior siempre que se comunique con antelación a la CNMV).
Las Acciones Existentes no se registrarán en virtud de la Ley de Valores
estadounidense de 1933 (Securities Act of 1933), con sus modificaciones (la “Ley de
Valores”) ni ante ninguna autoridad de valores de ningún estado de EEUU, no
pudiendo ser ofertadas, vendidas, pignoradas o de otro modo transmitidas dentro de
dicho país o a cualquier nacional estadounidense, excepto en virtud de una exención de
o en el marco de una operación no sujeta a los requisitos de registro establecidos en la
Ley de Valores y en cumplimiento con las leyes de valores estatales o locales vigentes.
Las Acciones Existentes se ofrecen: (i) en EEUU, solamente a aquellas personas que se
estima razonablemente que son inversores institucionales cualificados en el sentido de
la Regla 144A de la Ley de Valores y (ii) fuera de EEUU, solo en operaciones foráneas
(offshore transactions) tal y como se define en la Normativa S de la Ley de Valores y,
en este caso, solamente a inversores que, siendo residentes de un estado miembro del
EEE, son inversores cualificados en el sentido del Artículo 2(1)(e) de la Directiva
2003/71/CE del Parlamento Europeo y del Consejo de la Unión Europea.
Una vez finalizado el período de ofertas y fijado el Precio de la Oferta, la Sociedad, los
Accionistas Vendedores y las Entidades Colocadoras esperan suscribir un Contrato de
Colocación (el “Contrato de Colocación y Aseguramiento”) con respecto a las
Acciones Iniciales y las Acciones Adicionales. Siempre que se cumplan ciertas
condiciones establecidas en el Contrato de Colocación y Aseguramiento y este no haya
sido resuelto de conformidad con sus términos, cada una de las entidades colocadoras
RESUMEN
que se menciona a continuación se obligará, mancomunadamente y no solidariamente, a

adquirir las Acciones Iniciales (excluyendo por tanto las Acciones Adicionales) que se
indican junto a su nombre en la siguiente tabla:
Número de Porcentaje
Acciones del
Iniciales compromiso
Ofertadas total de
(1)
Entidad colocadora colocación
Deutsche Bank AG, London Branch ........................... 10,437,654 26,67%
Morgan Stanley & Co. International plc ..................... 10,437,654 26,67%
Banco Bilbao Vizcaya Argentaria, S.A. ...................... 6,253,043 15,98%
Banco Santander, S.A. ................................................ 6,253,043 15,98%
Goldman Sachs International ...................................... 2,300,869 5,88%
Société Générale .......................................................... 2,301,652 5,88%
CaixaBank, S.A. .......................................................... 536,086 1,37%
Norbolsa S.V., S.A. ..................................................... 305,217 0,78%
Fidentiis Equities S.V., S.A. ........................................ 305,217 0,78%
Total ............................................................................ 39,130,435 100.00%
__________
(1) Los importes de esta columna se refieren únicamente al número de Acciones Iniciales; las Acciones Adicionales, en su
caso, se distribuirían entra las Entidades Colocadoras siguiendo los mismos porcentajes.
Se espera que la fecha de cierre de la Oferta o “Fecha de la Operación Bursátil” sea el

2 de febrero de 2018 o en fechas próximas. La Sociedad publicará el Precio de la Oferta
mediante un hecho relevante. De conformidad con la legislación española, en la Fecha
de la Operación Bursátil los inversores estarán obligados a abonar incondicionalmente (e
igualmente tendrán derecho a recibir) las Acciones Iniciales adquiridas en la Oferta.
El pago de las Acciones Iniciales por los inversores finales tendrá lugar como máximo el
segundo día hábil posterior a la Fecha de la Operación Bursátil mediante la entrega, a
través del servicio de Iberclear, de las Acciones Iniciales a los inversores finales, que se
espera que tenga lugar en o alrededor del 6 de febrero de 2018. Se prevé que las
Acciones coticen en las Bolsas de Valores Españolas a través del Sistema de
Interconexión bursátil en o alrededor del 5 de febrero de 2018 con el código de
cotización “MVC”.
En caso de retirada o revocación de la Oferta, todas las ofertas de compra de Acciones

quedarán canceladas y quedarán sin efecto todas las órdenes de compra relacionadas con
la Oferta. Asimismo, los Accionistas Vendedores no tendrán obligación alguna de
entregar Acciones Existentes y los inversores no estarán obligados a adquirir las
Acciones Existentes. Si un inversor hubiera realizado pagos anticipados a alguna de las
Entidades Colocadoras, éstos reintegrarán los importes correspondientes libres de
cargas, comisiones o gastos el día hábil siguiente al anuncio de revocación de la Oferta.
Si las Acciones Existentes hubiese sido ya entregadas por los Accionistas Vendedores y
los inversores hubiesen satisfecho el Precio de la Oferta el día hábil siguiente al anuncio
de la revocación de la Oferta, los inversores estarán obligados a devolver el título sobre
las Acciones Existentes y los Accionistas Vendedores recomprarán las Acciones
Existentes a los compradores por el importe satisfecho por ellos en la Oferta, junto con
los intereses calculados al tipo legal (establecido, a la fecha de este Folleto, en un 3%
anual) desde la fecha en que los compradores hubiese pagado por las Acciones
Existentes hasta la fecha en que los Accionistas Vendedores devuelvan el Precio de la
Oferta.
RESUMEN
E.4 Descripción Cada una de las Entidades Colocadoras es una entidad financiera dedicada a varias
de cualquier actividades, entre las que figuran la prestación de servicios de banca de inversiones,
interés que banca comercial y asesoría financiera. Las Entidades Colocadoras y sus respectivas
sea afiliadas pueden haberse dedicado o llevado acabo ocasionalmente (y podrán dedicarse y
importante llevar a cabo en el curso ordinario de su negocio) operaciones o servicios, incluidas
para la operaciones de banca de inversiones y/o banca comercial con la Sociedad, las Entidades
emisión/ofer Santander, las Entidades BBVA y sus respectivas afiliadas por las que hayan recibido o
ta, incluidos recibirán las comisiones habituales y el reembolso de gastos. En el desarrollo ordinario
los intereses de sus varias actividades de negocio, las Entidades Colocadoras y sus respectivas
en conflicto: afiliadas podrán detentar un amplio abanico de inversiones y negociar activamente con
deuda y valores de capital (o valores derivados e instrumentos financieros (que pueden
incluir préstamos bancarios y/o swaps de incumplimiento crediticio)y en la Sociedad, las
Entidades Santander, las Entidades BBVA y sus respectivas afiliadas por cuenta propia y
por cuenta de sus clientes, pudiendo tener en cualquier momento posiciones a corto en
tales valores e instrumentos.
Asimismo, ciertas Entidades Colocadoras o sus afiliadas son, o pueden ser, prestamistas
y, en algunos casos, agentes o gestores de los prestamistas en virtud de ciertos contratos
de préstamo y otros acuerdos de crédito de la Sociedad, las Entidades Santander, las
Entidades BBVA o sus respectivas afiliadas. En su condición de prestamistas, éstos
podrían pretender en el futuro una reducción de un compromiso de financiación frente a
la Sociedad, las Entidades Santander, las Entidades BBVA o sus respectivas afiliadas o
imponer aumentos de precios o requisitos complementarios con respecto a dichos
préstamos o contratos de crédito, en el curso ordinario del negocio. Asimismo, ciertas
Entidades Colocadoras o sus afiliadas que actúan como prestamistas de la Sociedad y/o
las Entidades Santander, las Entidades BBVA pueden cubrir sus riesgos de crédito frente
a la Sociedad y/o las Entidades Santander, las Entidades BBVA en línea con sus
políticas habituales de gestión de riesgos. Una típica estrategia de cobertura implicaría
que dichas Entidades Colocadoras o sus afiliadas cubriesen sus riesgos suscribiendo
operaciones consistentes en la adquisición de swaps de incumplimiento crediticio o la
creación de posiciones a corto en los valores de la Sociedad y/o las Entidades Santander
y las Entidades BBVA.
RESUMEN
E.5 Nombre de Los Accionistas Vendedores ofrecen las Acciones Iniciales.

la persona o
entidad que En el Contrato de Colocación y Aseguramiento la Sociedad aceptará la prohibición de
se ofrece a llevar a cabo, sin el consentimiento previo por escrito de los Coordinadores Globales
vender el Conjuntos en nombre de las Entidades Colocadoras desde la fecha de otorgamiento del
valor, y Contrato de Colocación Aseguramiento y hasta transcurridos 180 días de la Admisión,
compromiso sin el consentimiento previo de los Coordinadores Globales Conjuntos, y con sujeción a
s de ciertas excepciones, los siguientes actos (i) directa o indirectamente, emitir, ofrecer,
inmovilizaci pignorar, vender, anunciar la intención de contratar para vender, vender ninguna
ón (lock-up): opción, warrant o contrato para suscribir o adquirir, ejercitar ninguna opción para
suscribir, vender, adquirir opciones o contratos para vender, otorgar ninguna opción,
derecho o warrant para adquirir, prestar, pignorar o de otro modo transferir o disponer,
directa o indirectamente de Acciones u otros valores de la Sociedad o cualquier
instrumento financiero convertible en o que dé lugar al derecho a suscribir Acciones u
otros valores de la Sociedad o presentar un folleto en virtud de la Directiva sobre
folletos y su normativa u otro documento similar ante ningún regulador, autoridad de
mercado o de cotización de valores con respecto a nada de lo anterior; (ii) suscribir
contratos de swaps u otros acuerdos u operaciones que cedan, en todo o en parte,
directa o indirectamente, las consecuencias económicas de la titularidad de las
Acciones u otros valores de la Sociedad, con independencia de que el swap o la
operación descrita en los apartados (i) o (ii) tenga que liquidarse mediante la entrega de
Acciones u otros valores, en efectivo o de otro modo; o (iii) anunciar públicamente la
intención de llevar a cabo alguna de esas operaciones. Las restricciones anteriores no
serán aplicables a las Acciones emitidas, vendidas o transmitidas o las opciones
otorgadas para la adquisición de Acciones de conformidad con lo dispuesto en el
Management Incentive Plan (MIP) o el Long Term Incentive Plan (LTIP), según lo
descrito en este Folleto.
Las Entidades Santander y las Entidades BBVA aceptarán en el Contrato de Colocación

y Aseguramiento restricciones similares relativas a las Acciones por un período que
comience en el momento de la suscripción del Contrato de Colocación y Aseguramiento
y hasta 180 días después de la Admisión, con sujeción a ciertas excepciones. Las
restricciones anteriores no serán aplicables a (i) la transmisión intragrupo de Acciones
(de conformidad con la definición del artículo 5 de la LMV), siempre y cuando el
adquirente de las Acciones acepte someterse a las referidas restricciones; y (ii) cualquier
transmisión sobre u opciones otorgadas sobre las Acciones de la Sociedad al amparo del
Plan de Incentivos para Directivos (Management Incentive Plan — MIP) o del Plan de
Incentivos a Largo Plazo (Long Term Incentive Plan — LTIP) de la Sociedad; (iii) la
transmisión en cualquier momento de 5.990.548 Acciones de la Sociedad por las
Entidades Santander a favor de Blackstone o a las entidades o vehículos participados por
Blackstone, en el contexto de la operación denominada Proyecto Quasar (“Acciones
Quasar”) y (iv) tras el Período de Estabilización, cualquier transmisión subsiguiente de
las Acciones Quasar.
Finalmente, los consejeros, los miembros del equipo directivo y ciertos empleados clave
beneficiarios del Plan de Incentivos a Largo Plazo de la Sociedad (LTIP) también se
hallan sujetos a ciertos compromisos de no disposición de las Acciones que puedan
recibir en virtud del mismo. No obstante, la entrega de las Acciones devengadas en el
marco del Plan de Incentivos a Largo Plazo (LTIP) por los miembros de la alta dirección
no se llevará a cabo hasta el 2021.
E.6 Dilución: No procede

RESUMEN
E.7 Gastos Los adquirentes de las Acciones pueden venir obligados a satisfacer un impuesto sobre
estimados actos jurídicos documentados (stamp tax) u otros importes de conformidad con las
aplicados al prácticas vigentes en el país de compra, con carácter adicional al Precio de la Oferta.
inversor por Asimismo, el inversor deberá hacer frente a las comisiones debidas a favor de cualquier
el emisor: intermediario financiero a través del cual detente sus Acciones.
ANNEX V – TABLA DE EQUIVALENCIAS DEL FOLLETO (PROSPECTUS) RELATIVO A LA
OFERTA DE VENTA Y DE ACCIONES Y POSTERIOR ADMISIÓN A NEGOCIACIÓN
A-III-1
METROVACESA, S.A.
TABLAS DE EQUIVALENCIAS DEL FOLLETO
RELATIVO A LA OFERTA DE VENTA DE ACCIONES Y POSTERIOR ADMISIÓN A
NEGOCIACIÓN
Documento de Registro
Información sobre el emisor requerida por el Anexo I del Reglamento (CE) No 809/2004, de la
Comisión Europea, relativo a la información contenida en los folletos así como al formato, la
incorporación por referencia, la publicación de dichos folletos y la difusión de publicidad
(el “Reglamento 809/2004”)
Contenido Apartado Comentario
1. PERSONAS RESPONSABLES
1.1 Todas las personas responsables de la Véase el apartado “Important

información que figura en el documento de Information” (Información
registro y, según los casos, de ciertas partes del Importante).
mismo, con, en el último caso, una indicación de
las partes. En caso de personas físicas, incluidos
los miembros de los órganos de administración,
de gestión o de supervisión del emisor, indicar el
nombre y el cargo de la persona; en caso de
personas jurídicas, indicar el nombre y el
domicilio social.
1.2 Declaración de los responsables del documento Véase el apartado “Important

de registro que asegure que, tras comportarse Information” (Información
con una diligencia razonable para garantizar Importante).
que así es, la información contenida en el
documento de registro es, según su
conocimiento, conforme a los hechos y no
incurre en ninguna omisión que pudiera afectar
a su contenido. En su caso, declaración de los
responsables de determinadas partes del
documento de registro que asegure que, tras
comportarse con una diligencia razonable para
garantizar que así es, la información contenida
en la parte del documento de registro de la que
son responsables es, según su conocimiento,
conforme a los hechos y no incurre en ninguna
omisión que pudiera afectar a su contenido.
2. AUDITORES DE CUENTAS
2.1 Nombre y dirección de los auditores del emisor Véase la sección “Independent
para el periodo cubierto por la información Auditors” (Auditores
financiera histórica (así como su afiliación a un Independientes).
colegio profesional).
2.2 Si los auditores han renunciado, han sido No aplicable.

apartados de sus funciones o no han sido
redesignados durante el periodo cubierto por la
información financiera histórica, proporcionarán
los detalles si son importantes.
3. INFORMACIÓN FINANCIERA
SELECCIONADA
3.1 Información financiera histórica Véase la sección “Presentation

seleccionada relativa al emisor, que se of Financial and Other
presentará para cada ejercicio durante el Information” (Presentación de
periodo cubierto por la información financiera Información Financiera y Otras
histórica, y cualquier periodo financiero Informaciones).
intermedio subsiguiente, en la misma divisa que
la información financiera Véase asimismo la sección
“Selected Financial and
Operating Data” (Información
Financiera y operativa
Seleccionada).
3.2 Si se proporciona información Véase la sección “Presentation

financiera seleccionada relativa a periodos of Financial and Other
intermedios, también se proporcionarán datos Information” (Presentación de
comparativos del mismo periodo del ejercicio Información Financiera y Otras
anterior, salvo que el requisito para la Informaciones).
información comparativa del balance se
satisfaga presentando la información del Véase asimismo la sección
balance final del ejercicio “Selected Financial and
Financiera y operativa
Seleccionada).
4. FACTORES DE RIESGO Véase la sección “Risk Factors”

(Factores de Riesgo).
5. INFORMACIÓN SOBRE EL
EMISOR
5.1. Historia y evolución del emisor:
5.1.1. nombre legal y comercial del emisor; Véase la sección “Description

of Share Capital” (Descripción
del Capital Social).
5.1.2. lugar de registro del emisor y número de Véase la sección “Additional

registro; Information” (Información
Adicional).
5.1.3. fecha de constitución y periodo de Véase la sección “Description

actividad del emisor, si no son indefinidos; of Share Capital” (Descripción
del Capital Social).
5.1.4. domicilio y personalidad jurídica del Véase la sección “Description

emisor, legislación conforme a la cual opera, país of Share Capital” (Descripción
de constitución, y dirección y número de teléfono del Capital Social).
de su domicilio social (o lugar principal de
actividad empresarial si es diferente de su Véase la sección “Additional
domicilio social); Information” (Información
Adicional).
5.1.5. acontecimientos importantes en el Véase la sección “Business”

desarrollo de la actividad del emisor (Negocio), sub-sección “Our
History” (Nuestra Historia).
2
5.2. Inversiones
5.2.1. Descripción, (incluida la cantidad) de las Véase la sección “Operating

principales inversiones del emisor en cada and Financial Review”
ejercicio para el periodo cubierto por la (Revisión Operativa y
información financiera histórica y hasta la fecha Financiera).
del documento de registro.
5.2.2. Descripción de las inversiones principales del Véase la sección “Operating
emisor actualmente en curso, incluida la and Financial Review”
distribución de estas inversiones geográficamente (Revisión Operativa
(nacionales y en el extranjero) y el método de Financiera).
financiación (interno o externo).
5.2.3. Información sobre las principales inversiones Véase la sección “Business”

futuras del emisor sobre las cuales sus órganos de (Negocio), sub-sección “Run
gestión hayan adoptado ya compromisos firmes rate operating targets and
investment policy” (Objetivos
operativos y política de
inversión).
6. DESCRIPCIÓN DEL NEGOCIO
6.1. Actividades principales
6.1.1. Descripción y factores clave relativos al carácter Véase la sección “Business”

de las operaciones del emisor y de sus principales (Negocio).
actividades, declarando las principales categorías Véase asimismo la sección
de productos vendidos y/o servicios prestados en “Risk Factors” (Factores de
cada ejercicio durante el período cubierto por la Riesgo).
información financiera histórica.
6.1.2. Indicación de todo nuevo producto y/o servicio Véase la sección “Business”
significativos que se hayan presentado y, en la (Negocio).
medida en que se haya divulgado públicamente su
desarrollo, dar la fase en que se encuentra.
6.2. Mercados principales Véase la sección “Industry
Overview” (Perspectiva General
Descripción de los mercados principales en que el de la Industria).
emisor compite, incluido un desglose de los
ingresos totales por categoría de actividad y
mercado geográfico para cada ejercicio durante
el período cubierto por la información financiera
histórica.
6.3. Cuando la información dada de conformidad No aplica.
con los puntos 6.1. y 6.2. se haya visto
influenciada por factores excepcionales, debe
mencionarse este hecho.
6.4. Si es importante para la actividad empresarial o No aplica.
para la rentabilidad del emisor, revelar
3
información sucinta relativa al grado de
dependencia del emisor de patentes o licencias,
contratos industriales, mercantiles o
financieros, o de nuevos procesos de
fabricación.
6.5. Se incluirá la base de cualquier Véase la sección “Industry
declaración efectuada por el emisor relativa a Overview” (Perspectiva General
su posición competitiva de la Industria).
Véase, asimismo, la sección

“Business”, sub-sección “Key
Strengths” (Fortalezas Clave).
7. ESTRUCTURA ORGANIZATIVA
7.1. Si el emisor es parte de un grupo, una breve Véase la sección “Additional

descripción del grupo y la posición del emisor Information” (Información
en el grupo. Adicional).
7.2. Lista de las filiales significativas del emisor, Véase la sección “Additional
incluido el nombre, el país de constitución o Information” (Información
residencia, la participación en el capital y, si es Adicional).
diferente, su proporción de derechos de voto.
8. PROPIEDAD, INSTALACIONES Y EQUIPO
8.1. Información relativa a todo inmovilizado Véase la sección “Business”

material tangible existente o previsto, incluidas (Negocio).
las propiedades arrendadas, y cualquier
gravamen importante al respecto. Véase asimismo la sección
Financiera Operativa
Seleccionada)
8.2. Descripción de cualquier aspecto Véase la sección “Regulation”

medioambiental que pueda afectar al uso por el (Regulación).
emisor del inmovilizado material tangible.
Véase asimismo la sección
“Risk Factors” (Factores de
Riesgo).
9. ANÁLISIS OPERATIVO Y
FINANCIERO
9.1 Situación financiera Véase la sección “Operating

and Financial Review”
(Revisión Operativa
Financiera).

Seleccionada).
9.2. Resultados de explotación
9.2.1. Información relativa a factores significativos, Véase la sección “Operating

incluidos los acontecimientos inusuales o and Financial Review”
infrecuentes o los nuevos avances, que afecten de (Revisión Operativa
manera importante a los ingresos del emisor por Financiera), sub-sección
4
operaciones, indicando en qué medida han “Factors Affecting Our Results
resultado afectados los ingresos. of Operations” (Factores que
Afectan a los Resultados de
Nuestras Operaciones).

Riesgo).
9.2.2. Cuando los estados financieros revelen cambios Véase la sección “Operating
importantes en las ventas netas o en los ingresos, and Financial Review”
proporcionar un comentario narrativo de los (Revisión Operativa
motivos de esos cambios Financiera), sub-sección
“Factors Affecting Our Results
of Operations” (Factores que
9.2.3. Información relativa a cualquier actuación o Véase la sección “Operating

factor de orden gubernamental, económico, fiscal, and Financial Review”
monetario o político que, directa o indirectamente, (Revisión Operativa
hayan afectado o pudieran afectar de manera Financiera), sub-sección
importante a las operaciones del emisor. “Factors Affecting Our Results
of Operations” (Factores que

Riesgo).
10. RECURSOS DE CAPITAL
10.1. Información relativa a los recursos de capital Véase la sección “Capitalization

del emisor (a corto y a largo plazo). and Indebtedness”
(Capitalización y
Endeudamiento).

Seleccionada).
10.2. Explicación de las fuentes y cantidades y Véase la sección “Operating

descripción narrativa de los flujos de tesorería and Financial Review”
del emisor. (Revisión Operativa y
Financiera), especialmente la
sub-sección “Liquidity and
Capital Resources” (Liquidez y
Recursos de Capital).
10.3. Información sobre los requisitos de préstamo y Véase la sección “Capitalization

la estructura de financiación del emisor. and Indebtedness”
(Capitalización y
Endeudamiento).

5
Seleccionada).
Véase la sección “Operating

(Revisión Operativa
Financiera), sub-sección
“Liquidity and Capital
Resources” (Liquidez y
10.4. Información relativa a cualquier restricción Véase la sección “Operating

sobre el uso de los recursos de capital que, and Financial Review”
directa o indirectamente, haya afectado o (Revisión Operativa
pudiera afectar de manera importante a las Financiera), sub-sección
operaciones del emisor. “Liquidity and Capital
Resources” (Liquidez y
10.5. Información relativa a las fuentes previstas de Véase la sección “Operating

fondos necesarias para cumplir los and Financial Review”
compromisos mencionados en 5.2.3. y 8.1. (Revisión Operativa y
Financiera), “Liquidity and
Véanse los “Financial

Statements” (Estados
Financieros) incluidos en el
Folleto tal y como se indica en
la sección “Presentation of
Financial and Other
Information” (Presentación de
Información Financiera y Otras
Informaciones).
11. INVESTIGACIÓN Y DESARROLLO, Véase la sección “Business”

PATENTES Y LICENCIAS (Negocio), sub-sección
“Intellectual Property”
(Propiedad Industrial).

Riesgo).
12. INFORMACIÓN SOBRE

TENDENCIAS
12.1. Tendencias recientes más significativas de la Véase la sección “Industry

producción, ventas e inventario, y costes y Overview” (Perspectiva General
precios de venta desde el fin del último ejercicio de la Industria).
hasta la fecha del documento de registro.
12.2. Información sobre cualquier tendencia Véase la sección “Risk Factors”

conocida, incertidumbres, demandas, (Factores de Riesgo).
compromisos o hechos que pudieran
razonablemente tener una incidencia Véase, asimismo, la sección
importante en las perspectivas del emisor, por “Operating Financial Review”
lo menos para el ejercicio actual. (Revisión Operativa
Financiera), sub-sección
6
“Factors Affecting Our Business
and Results of Operations”
(Factores que Afectan a los
Resultados de Nuestras
Operaciones).
Véase también la sección

“Industry Overview”
(Perspectiva General de la
Industria).
13. PREVISIONES O ESTIMACIONES

DE BENEFICIOS
13.1. Declaración que enumere los principales No aplicable.

supuestos en los que el emisor ha basado su
previsión o su estimación.
13.2. Debe incluirse un informe elaborado por No aplicable.

contables o auditores independientes que
declare que, a juicio de esos contables o
auditores independientes, la previsión o
estimación se ha calculado correctamente sobre
la base declarada, y que el fundamento
contable utilizado para la previsión o
estimación de los beneficios es coherente con las
políticas contables del emisor.
13.3. La previsión o estimación de los beneficios debe No aplicable.

prepararse sobre una base comparable con la
información financiera histórica.
13.4. Si el emisor publica en un folleto una previsión No aplicable.

de beneficios que está aún pendiente, debería
entonces proporcionar una declaración de si
efectivamente ese pronóstico sigue siendo tan
correcto como en la fecha del documento de
registro, o una explicación de por qué el
pronóstico ya no es válido, si ese es el caso.
14. ÓRGANOS DE ADMINISTRACIÓN,

DE GESTIÓN Y DE SUPERVISIÓN, Y
ALTOS DIRECTIVOS
14.1. Nombre, dirección profesional y cargo Véase la sección “Management

and Board of Directors”
en el emisor de las siguientes personas, (Equipo Gestor y Consejo de
indicando las principales actividades que éstas Administración), sub-sección
desarrollan al margen del emisor, si dichas “Board of Directors” (Consejo
actividades son significativas con respecto a ese de Administración), sub-sección
emisor: “No Convictions and Other
Negative Statements” (Ausencia
(a) miembros de los órganos de de Condenas y Otras
administración, de gestión o de supervisión; Declaraciones Negativas) y sub-
(b) socios comanditarios, si se trata de una sección “Directors”
sociedad comanditaria por acciones; (Consejeros).
(c) fundadores, si el emisor se ha

establecido para un período inferior a cinco
7
años; y
(d) cualquier alto directivo que sea

pertinente para establecer que el emisor posee
las calificaciones y la experiencia apropiadas
para gestionar las actividades del emisor.
Naturaleza de toda relación familiar entre

cualquiera de esas personas.
En el caso de los miembros de los órganos de

administración, de gestión o de supervisión del
emisor y de las personas descritas en (b) y (d)
del primer párrafo, datos sobre la preparación
y experiencia pertinentes de gestión de esas
personas, además de la siguiente información:
(a) nombres de todas las empresas y

asociaciones de las que esa persona haya sido,
en cualquier momento de los cinco años
anteriores, miembro de los órganos de
administración, de gestión o de supervisión, o
socio, indicando si esa persona sigue siendo
miembro de los órganos de administración, de
gestión o de supervisión, o si es socio. No es
necesario enumerar todas las filiales de un
emisor del cual la persona sea también
miembro del órgano de administración, de
gestión o de supervisión;
(b) cualquier condena en relación con delitos de

fraude por lo menos en los cinco años
anteriores;
(c) datos de cualquier quiebra, suspensión de

pagos o liquidación con las que una persona
descrita en (a) y (d) del primer párrafo, que
actuara ejerciendo uno de los cargos
contemplados en (a) y (d) estuviera relacionada
por lo menos durante los cinco años anteriores;
(d) detalles de cualquier incriminación pública

oficial y/o sanciones de esa persona por
autoridades estatutarias o reguladoras
(incluidos los organismos profesionales
designados) y si esa persona ha sido
descalificada alguna vez por un tribunal por su
actuación como miembro de los órganos de
administración, de gestión o de supervisión de
un emisor o por su actuación en la gestión de
los asuntos de un emisor durante por lo menos
los cinco años anteriores.
De no existir ninguna información en este

sentido que deba revelarse, efectuar una
declaración a ese efecto.
14.2. Conflictos de intereses de los órganos de Véase la sección “Management

administración, de gestión y de supervisión, y and Board of Directors”
altos directivos (Equipo Gestor y Consejo de
8
Administración), sub-sección
“Conflicts of Interest”
(Conflictos de Interés).
15. REMUNERACIÓN Y BENEFICIOS
15.1. Importe de la remuneración pagada (incluidos Véase la sección “Management

los honorarios contingentes o atrasados) y and Board of Directors”
prestaciones en especie concedidas a esas (Equipo Gestor y Consejo de
personas por el emisor y sus filiales por Administración), sub-sección
servicios de todo tipo prestados por cualquier “Compensation” (Retribución).
persona al emisor y sus filiales.
15.2. Importes totales ahorrados o acumulados por Véase la sección “Management

el emisor o sus filiales para prestaciones de and Board of Directors”
pensión, jubilación o similares. (Equipo Gestor y Consejo de
“Compensation” (Retribución).
16. PRÁCTICAS DE GESTIÓN
16.1. Fecha de expiración del actual mandato, en su Véase la sección “Management

caso, y periodo durante el cual la persona ha and Board of Directors”
desempeñado servicios en ese cargo. (Equipo Gestor y Consejo de
“Directors” (Consejeros).
16.2. Información sobre los contratos de los Véase la sección “Management
miembros de los órganos de administración, de and Board of Directors”
gestión o de supervisión con el emisor o (Equipo Gestor y Consejo de
cualquiera de sus filiales que prevean Administración).
beneficios a la terminación de sus funciones, o
la correspondiente declaración negativa
16.3. Información sobre el comité de auditoría y el Véase la sección “Management

comité de retribuciones del emisor, incluidos and Board of Directors”
los nombres de los miembros del comité y un (Equipo Gestor y Consejo de
resumen de su reglamento interno. Administración), sub-sección
“Board Committees”
(Comisiones del Consejo).
16.4. Declaración de si el emisor cumple el régimen o Véase la sección “Management

regímenes de gobierno corporativo de su país and Board of Directors”
de constitución. En caso de que el emisor no (Equipo Gestor y Consejo de
cumpla ese régimen, debe incluirse una Administración), sub-sección
declaración a ese efecto, así como una “Internal Code of Conduct in
explicación del motivo por el cual el emisor no Securities Markets and
cumple ese régimen. Corporate Governance
Recommendations” (Código
Interno de Conducta en los
Mercados de Valores y
Recomendaciones de Gobierno
Corporativo).
17. EMPLEADOS
17.1. Número de empleados al final del período o la Véase la sección “Business”

media para cada ejercicio durante el período (Negocio), sub-sección
cubierto por la información financiera histórica “Employees” (Empleados).
hasta la fecha del documento de registro (y las
variaciones de ese número, si son importantes)
y, si es posible y reviste importancia, un
9
desglose de las personas empleadas por
categoría principal de actividad y situación
geográfica. Si el emisor emplea un número
significativo de empleados eventuales, incluir
datos sobre el número de empleados eventuales
por término medio durante el ejercicio más
reciente.
17.2. Acciones y opciones de compra de acciones. Véase la sección “Management

Con respecto a cada persona mencionada en (a) (Equipo Gestor y Consejo de
y (d) del primer párrafo del punto 14.1, Administración), sub-sección
proporcionar información de su tenencia de “Share Ownership” (Titularidad
participaciones del emisor y de toda opción de Acciones).
sobre tales acciones a partir de la fecha
practicable más reciente.
17.3. Descripción de todo acuerdo de participación de Véase la sección “Management

los empleados en el capital del emisor. and Board of Directors”
(Equipo Gestor y Consejo de
“Share Ownership” (Propiedad
de Acciones) y “Compensation”
(Retribución).
18. ACCIONISTAS PRINCIPALES
18.1. En la medida en que tenga conocimiento de ello Véase la sección “Principal and
el emisor, el nombre de cualquier persona que Selling Shareholders”
no pertenezca a los órganos de administración, (Accionistas Principales y
de gestión o de supervisión que, directa o Accionistas Oferentes).
indirectamente, tenga un interés declarable,
según el derecho nacional del emisor, en el
capital o en los derechos de voto del emisor, así
como la cuantía del interés de cada una de esas
personas o, en caso de no haber tales personas,
la correspondiente declaración negativa.
18.2. Si los accionistas principales del emisor tienen Véase la sección “Description
distintos derechos de voto, o la correspondiente of Share Capital” (Descripción
declaración negativa. del Capital Social), sub-sección
“Shareholders' Meetings and
Voting Rights” (Juntas
Generales de Accionistas y
Derechos de Voto).
18.3. En la medida en que tenga conocimiento de ello Véase la sección “Principal and
el emisor, declarar si el emisor es directa o Selling Shareholders”
indirectamente propiedad o está bajo control y (Accionistas Principales y
quién lo ejerce, y describir el carácter de ese Accionistas Oferentes).
control y las medidas adoptadas para
garantizar que no se abusa de ese control. Véase asimismo la sección
Riesgo).
18.4. Descripción de todo acuerdo, conocido del Véase la sección “Description

emisor, cuya aplicación pueda en una fecha of Share Capital” (Descripción
ulterior dar lugar a un cambio en el control del del Capital Social), sub-sección
“Shareholders' Agreements”
10
emisor. (Acuerdos de Accionistas).
19. OPERACIONES DE PARTES Véase la sección “Related Party

VINCULADAS Transactions” (Operaciones con
Partes Vinculadas).
20. INFORMACIÓN FINANCIERA

RELATIVA AL ACTIVO Y EL PASIVO DEL
EMISOR, POSICIÓN FINANCIERA Y
PÉRDIDAS Y BENEFICIOS
20.1. Información financiera histórica Véase asimismo la sección

Seleccionada).
20.2. Información financiera pro-forma Véase la sección “Pro Forma

Consolidated Financial
Information” (Información
Financiera Consolidada Pro-
forma)
20.3. Estados financieros Véase asimismo la sección

Seleccionada).
20.4. Auditoría de la información financiera

histórica anual
20.4.1. Declaración de que se ha auditado la información Véase la sección “Independent

financiera histórica. Si los informes de auditoría Auditors” (Auditores
sobre la información financiera histórica han sido Independientes).
rechazados por los auditores legales o si contienen
cualificaciones o negaciones, se reproducirán Véase asimismo la sección
íntegramente el rechazo o las cualificaciones o “Presentation of Financial and
negaciones, explicando los motivos. Other Information”
(Presentación de Información
Financiera y Otras
Informaciones).
20.4.2. Una indicación de otra información en el Véase la sección “Independent

documento de registro que haya sido auditada por Auditors” (Auditores
los auditores. Independientes).

“Presentation of Financial and
Other Information”
(Presentación de Información
Financiera y Otras
Informaciones).
20.4.3. Cuando los datos financieros del documento de Véase la sección “Presentation
registro no se hayan extraído de los estados of Financial and Other
financieros auditados del emisor, éste debe Information” (Presentación de
declarar la fuente de los datos y declarar que los Información Financiera y Otras
datos no han sido auditados. Informaciones).
11
20.5. Edad de la información financiera más reciente
20.5.1. El último año de información financiera auditada Véase la sección “Independent

no puede preceder en más de: Auditors” (Auditores
(a) 18 meses a la fecha del documento de Independientes).
registro si el emisor incluye en dicho
documento estados financieros Véase asimismo la sección
intermedios auditados; “Presentation of Financial and
(b) 15 meses a la fecha del documento de Other Information”
registro si en dicho documento el emisor (Presentación de Información
incluye estados financieros intermedios Financiera y Otras
no auditados. Informaciones).
20.6. Información intermedia y demás información

financiera
20.6.1. Si el emisor ha venido publicando información Véase la sección “Presentation
financiera trimestral o semestral desde la fecha de of Financial and Other
sus últimos estados financieros auditados, éstos Information” (Presentación de
deben incluirse en el documento de registro. Si la Información Financiera y Otras
información financiera trimestral o semestral ha sido Informaciones).
revisada o auditada, debe también incluirse el
informe de auditoría o de revisión. Si la información Véase también la sección
financiera trimestral o semestral no ha sido auditada “Independent Auditors”
o no se ha revisado, debe declararse este extremo. (Auditores Independientes).
20.6.2. Si la fecha del documento de registro es más de Véase la sección “Presentation

nueve meses posterior al fin del último ejercicio of Financial and Other
auditado, debería contener información financiera Information” (Presentación de
intermedia que abarque por lo menos los primeros Información Financiera y Otras
seis meses del ejercicio y que puede no estar Informaciones).
auditada (en cuyo caso debe declararse este
extremo). Véase la sección “Operating
(Revisión Operativa y
Financiera), “Liquidity and
Véanse los “Financial

Statements” (Estados
Financieros) incluidos en el
Folleto tal y como se indica en
la sección “Presentation of
Financial and Other
Information” (Presentación de
Información Financiera y Otras
Informaciones).
20.7 Política de dividendos
20.7.1. Importe de los dividendos por acción por cada Véase la sección “Dividends
ejercicio para el período cubierto por la and Dividend Policy”
información financiera histórica, ajustada si ha (Dividendos y Política de
cambiado el número de acciones del emisor, para Dividendos).
que así sea comparable.
20.8 Procedimientos judiciales y de arbitraje Véase la sección “Business”

(Negocio), “Legal and Other
Proceedings” (Procedimientos
Legales y Otros).
12
Riesgo).
20.9 Cambios significativos en la posición financiera Véase la sección “Operating

o comercial del emisor and Financial Review”
(Revisión Operativa y
Financiera).

Riesgo).
21 INFORMACIÓN ADICIONAL
21.1. Capital Social
21.1.1. Importe del capital emitido, y para cada clase de Véase la sección “Description
capital social of Share Capital” (Descripción
(a) número de acciones autorizadas; del Capital Social).
(b) número de acciones emitidas e
íntegramente desembolsadas y las
emitidas pero no desembolsadas
íntegramente;
(c) valor nominal por acción, o que las
acciones no tienen ningún valor nominal; y
(d) una conciliación del número de acciones
en circulación al principio y al final del
año. Si se paga más del 10 % del capital
con activos distintos del efectivo dentro
del periodo cubierto por la información
financiera histórica, debe declararse este
hecho.
21.1.2. Si hay acciones que no representan capital, se Véase la sección “Description
declarará el número y las principales características of Share Capital” (Descripción
de esas acciones. del Capital Social).
21.1.3. Número, valor contable y valor nominal de las Véase la sección “Description
acciones del emisor en poder o en nombre del of Share Capital” (Descripción
propio emisor o de sus filiales. del Capital Social).
21.1.4. Importe de todo valor convertible, valor canjeable o Véase la sección “Description
valor con garantías, indicando las condiciones y los of Share Capital” (Descripción
procedimientos que rigen su conversión, canje o del Capital Social).
suscripción.
21.1.5. Información y condiciones de cualquier derecho de Véase la sección “Description

adquisición y/o obligaciones con respecto al capital of Share Capital” (Descripción
autorizado pero no emitido o sobre la decisión de del Capital Social).
aumentar el capital.
21.1.6. Información sobre cualquier capital de cualquier Véase la sección “Description

miembro del grupo que esté bajo opción o que se of Share Capital” (Descripción
haya acordado condicional o incondicionalmente del Capital Social).
someter a opción y detalles de esas opciones,
incluidas las personas a las que se dirigen esas Véase la sección “Management
opciones. and Board of Directors”
13
(Retribución).
21.1.7. Historial del capital social, resaltando la Véase la sección “Description

información sobre cualquier cambio durante el of Share Capital” (Descripción
período cubierto por la información financiera del Capital Social).
histórica.
21.2. Estatutos y escritura de constitución
21.2.1. Descripción del objeto social y fines del emisor y Véase asimismo la sección
dónde pueden encontrarse en los estatutos y “Description of Share Capital”
escritura de constitución. (Descripción del Capital
Social), sub-sección “General”
(General).
21.2.2. Breve descripción de cualquier disposición de las Véase la sección “Management

cláusulas estatutarias o reglamento interno del and Board of Directors”
emisor relativa a los miembros de los órganos de (Equipo Gestor y Consejo de
administración, de gestión y de supervisión. Administración).
21.2.3. Descripción de los derechos, preferencias y Véase la sección “Description

restricciones relativas a cada clase de las acciones of Share Capital” (Descripción
existentes. del Capital Social).
21.2.4. Descripción de qué se debe hacer para cambiar los Véase la sección “Description
derechos de los tenedores de las acciones, of Share Capital” (Descripción
indicando si las condiciones son más significativas del Capital Social), sub-sección
que las que requiere la ley. “Shareholders' Meetings and
Derechos de Voto).
21.2.5. Descripción de las condiciones que rigen la manera Véase la sección “Description
de convocar las juntas generales anuales y las of Share Capital” (Descripción
juntas generales extraordinarias de accionistas, del Capital Social), sub-sección
incluyendo las condiciones de admisión. “Shareholders' Meetings and
Derechos de Voto).
21.2.6. Breve descripción de cualquier disposición de las Véase la sección “Description

cláusulas estatutarias o reglamento interno del of Share Capital” (Descripción
emisor que tenga por efecto retrasar, aplazar o del Capital Social), sub-sección
impedir un cambio en el control del emisor. “Shareholders' Meetings and
Derechos de Voto).

“Market Information”
(Información de Mercado).
21.2.7. Indicación de cualquier disposición de las Véase la sección “Description

cláusulas estatutarias o reglamento interno, en su of Share Capital” (Descripción
caso, que rija el umbral de propiedad por encima del Capital Social), sub-sección
del cual deba revelarse la propiedad del accionista. “Reporting Requirements”
(Obligaciones de Información).
14
21.2.8. Descripción de las condiciones impuestas por las No aplicable.
cláusulas estatutarias o reglamento interno que
rigen los cambios en el capital, si estas
condiciones son más rigurosas que las que
requiere la ley.
22 CONTRATOS IMPORTANTES
23 INFORMACIÓN DE TERCEROS,
DECLARACIONES DE EXPERTOS Y
DECLARACIONES DE INTERÉS
23.1. Cuando se incluya en el documento de registro Véanse los Anexos I y II.
una declaración o un informe atribuido a una
persona en calidad de experto, proporcionar el
nombre de dicha persona, su dirección
profesional, sus cualificaciones y, en su caso,
cualquier interés importante que tenga en el
emisor. Si el informe se presenta a petición del
emisor, una declaración a ese efecto de que se
incluye dicha declaración o informe, la forma y
el contexto en que se incluye, con el
consentimiento de la persona que haya
autorizado el contenido de esa parte del
documento de registro.
23.2. En los casos en que la información proceda de Véanse los Anexos I y II.
un tercero, proporcionar una confirmación de
que la información se ha reproducido con
exactitud y que, en la medida en que el emisor
tiene conocimiento de ello y puede determinar a
partir de la información publicada por ese
tercero, no se ha omitido ningún hecho que
haría la información reproducida inexacta o
engañosa. Además, el emisor debe identificar la
fuente o fuentes de la información.
24 DOCUMENTOS PRESENTADOS Véase la sección “Additional
Adicional).
25 INFORMACIÓN SOBRE CARTERAS
25.1 Información relativa a las empresas en las que el Véase la sección “Additional
emisor posee una proporción de capital que puede Information” (Información
tener un efecto significativo en la evaluación de Adicional).
sus propios activos y pasivos, posición financiera o
pérdidas y beneficios.
15
Nota sobre las acciones
Información sobre los valores a emitir requerida por el Anexo III del Reglamento
809/2004
Contenido Apartado Comentario
1. PERSONAS RESPONSABLES
1.1 Todas las personas responsables de la Véase el apartado “Important

información que figura en el documento de Information” (Información
registro y, según los casos, de ciertas partes del Importante).
mismo, con, en el último caso, una indicación de
las partes. En caso de personas físicas, incluidos
los miembros de los órganos de administración,
de gestión o de supervisión del emisor, indicar
el nombre y el cargo de la persona; en caso de
personas jurídicas, indicar el nombre y el
domicilio social.
1.2 Declaración de los responsables del documento Véase el apartado “Important

de registro que asegure que, tras comportarse Information” (Información
con una diligencia razonable para garantizar Importante).
que así es, la información contenida en el
documento de registro es, según su
conocimiento, conforme a los hechos y no
incurre en ninguna omisión que pudiera afectar
a su contenido. En su caso, declaración de los
responsables de determinadas partes del
documento de registro que asegure que, tras
comportarse con una diligencia razonable para
garantizar que así es, la información contenida
en la parte del documento de registro de la que
son responsables es, según su conocimiento,
conforme a los hechos y no incurre en ninguna
omisión que pudiera afectar a su contenido.
2. FACTORES DE RIESGO
2.1 Factores de riesgo Véase la sección “Risk Factors”

(Factores de Riesgo).
3. INFORMACIÓN ESENCIAL
3.1 Declaración sobre el capital circulante. Véase la sección “Additional

Adicional), sub-sección
“Working Capital” (Capital
Circulante).
3.2 Capitalización y endeudamiento Véase la sección “Capitalization

and Indebtedness”
(Capitalización y
Endeudamiento).
3.3 Interés de las personas físicas y jurídicas Véase la sección “Plan of

participantes en la emisión/oferta. Distribution” (Plan de
Distribución).
Véase la sección “Management

16
Administración), sub-secciones
(Retribución).
3.4 Motivos de la oferta y destino de los ingresos Véase la sección “Use of

Proceeds” (Uso de los
Ingresos).
Véase asimismo las sección

“Reasons for the Offering”
(Motivos de la Oferta)
4. FACTORES DE RIESGO INFORMACIÓN

RELATIVA A LOS VALORES QUE VAN A
OFERTARSE/ADMITIRSE A COTIZACIÓN
4.1 Descripción del tipo y la clase de los valores Véase la sección “Description of
ofertados / admitidos a cotización, con el Código Share Capital” (Descripción del
ISIN (número internacional de identificación del Capital Social).
valor) u otro código de identificación del valor.
4.2 Legislación según la cual se han creado los Véase la sección “Description of
valores. Share Capital” (Descripción del
Capital Social).
4.3 Indicación de si los valores están en forma Véase la sección “Description of

registrada o al portador y si los valores están en Share Capital” (Descripción del
forma de título o de anotación en cuenta. En el Capital Social).
último caso, nombre y dirección de la entidad
responsable de la llevanza de las anotaciones.
4.4 Divisa de la emisión de los valores. Véase la sección “Description of

Share Capital” (Descripción del
Capital Social).
Véase asimismo la portada del

Folleto y la sección “Plan of
Distribution” (Plan de
Distribución).
4.5 Descripción de los derechos vinculados a los

valores, incluida cualquier limitación de esos
derechos, y procedimiento para el ejercicio de
los mismos.
4.5.1 Derechos a participar en las ganancias sociales y Véase la sección “Dividends

en el patrimonio resultante de la liquidación. and Dividend Policy”
(Dividendos y Política de
Dividendos).

“Description of Share Capital”
(Descripción del Capital Social),
sub-sección “Dividend and
Liquidation Rights” (Dividendo
y Derechos de Liquidación).
4.5.2 Derechos de voto. Véase la sección “Description of
Share Capital” (Descripción del
Capital Social), sub-sección
17
“Shareholders' Meetings and
Derechos de Voto).
4.5.3 Derechos de suscripción preferente en las ofertas Véase la sección “Description of

de suscripción de valores de la misma clase. Share Capital” (Descripción del
“Pre emptive rights and
Increases of Share Capital”
(Derechos de Adquisición
Preferentes y Aumentos de
Capital).
4.5.4 Derecho de participación en los beneficios del Véase la sección “Dividends

emisor. and Dividend Policy”
Dividendos).

4.5.5 Derechos de participación en cualquier excedente Véase la sección “Dividends
en caso de liquidación. and Dividend Policy”
Dividendos).

4.5.6 Cláusulas de amortización. No aplicable.
4.5.7 Cláusulas de conversión. No aplicable.
4.6 En el caso de nuevas emisiones, declaración de No aplicable.

las resoluciones, autorizaciones y aprobaciones
en virtud de las cuales los valores han sido o
serán creados y/o emitidos.
4.7 En caso de nuevas emisiones, fecha prevista de No aplicable.

emisión de los valores.
4.8 Descripción de cualquier restricción sobre la Véase la sección “Description of

libre transmisibilidad de los valores. Share Capital” (Descripción del
“Registration and Transfer”
(Registro y Transmisión).
4.9 Indicación de la existencia de cualquier oferta No aplicable.

obligatoria de adquisición y/o normas de
retirada y recompra obligatoria en relación con
los valores.
18
4.10 Indicación de las ofertas públicas de adquisición No aplicable.
realizadas por terceros sobre el capital del
emisor, que se hayan producido durante el
ejercicio anterior y el actual. Debe declararse el
precio o las condiciones de canje de estas ofertas
y su resultado.
4.11 Por lo que se refiere al país del domicilio social Véase la sección “Taxation”
del emisor y al país o países en los que se está (Tributación).
haciendo la oferta o se solicita la admisión a
negociación, información sobre los impuestos de
la renta de los valores retenidos en origen, e
indicación de si el emisor asume la
responsabilidad de la retención de impuestos en
origen.
5. CLÁUSULAS Y CONDICIONES DE LA
OFERTA
5.1. Condiciones, estadísticas de la oferta,

calendario previsto y procedimiento para la
suscripción de la oferta.
5.1.1. Condiciones a las que está sujeta la oferta. Véase la sección “Plan of
Distribución).
5.1.2. Importe total de la emisión/Oferta, distinguiendo Véase la portada del Folleto.

los valores ofertados para la venta y los ofertados
para suscripción; si el importe no es fijo, Véase la sección “Plan of
descripción de los acuerdos y del momento en que Distribution” (Plan de
se anunciará al público el importe definitivo de la Distribución).
Oferta.
5.1.3. Plazo de suscripción, incluida cualquier posible Véase la sección “Plan of

modificación, de la Oferta y descripción del Distribution” (Plan de
proceso de solicitud. Distribución).

“Expected Timetable of
Principal Events and Offer
Statistics” (Calendario de la
Operación y Características de
la Oferta).
5.1.4. Indicación de cuándo, y en qué circunstancias, Véase la sección “Plan of

puede revocarse o suspenderse la oferta y de si la Distribution” (Plan de
revocación puede producirse una vez iniciada la Distribución).
negociación.
la Oferta).
5.1.5. Descripción de la posibilidad de reducir Véase la sección “Plan of

suscripciones y la manera de devolver el importe Distribution” (Plan de
sobrante de la cantidad pagada por los Distribución).
solicitantes.
19
5.1.6 Detalles de la cantidad mínima y/o máxima de Véase la sección “Plan of
solicitud (ya sea por el número de los valores o Distribution” (Plan de
por importe total de la inversión). Distribución).
5.1.7 Indicación del plazo en el cual pueden retirarse Véase la sección “Plan of
las solicitudes, siempre que se permita a los Distribution” (Plan de
inversores dicha retirada. Distribución).
5.1.8 Método y plazos para el pago de los valores y para Véase la sección “Plan of
la entrega de los mismos. Distribution” (Plan de
Distribución).

la Oferta).
5.1.9 Descripción completa de la manera y fecha en la Véase la sección “Plan of
que se deben hacer públicos los resultados de la Distribution” (Plan de
Oferta. Distribución).

la Oferta).
5.1.10 Procedimiento para el ejercicio de cualquier Véase la sección “Plan of

derecho preferente de compra, la negociabilidad Distribution” (Plan de
de los derechos de suscripción y el tratamiento de Distribución), sub-sección
los derechos de suscripción no ejercidos. “Authorization of the Offering”
(Autorización de la Oferta).
5.2. Plan de colocación y adjudicación.
5.2.1. Las diversas categorías de posibles inversores a Véase la portada del folleto, así
los que se ofertan los valores. Si la oferta se hace como el apartado “Important
simultáneamente en los mercados de dos o más Information” (Información
países y si se ha reservado o se va a reservar un Importante).
tramo para determinados países, indicar el tramo.
5.2.2. En la medida en que tenga conocimiento de ello el Véase la sección “Plan of

emisor, indicar si los accionistas principales o los Distribution” (Plan de
miembros de los órganos de administración, de Distribución). Véase también la
gestión o de supervisión del emisor tienen sección “Management and
intención de suscribir la oferta, o si alguna Board of Directors” (Equipo
persona tiene intención de suscribir más del cinco Gestor y Consejo de
por ciento de la oferta. Administración), sub-sección
“Share Ownership” (Titularidad
de Acciones).
5.2.3. Información previa sobre la adjudicación. No aplicable.
5.2.4 Proceso de notificación a los solicitantes de la Véase la sección “Plan of
20
cantidad asignada e indicación de si la Distribution” (Plan de
negociación puede comenzar antes de efectuarse Distribución).
la notificación.
5.2.5 Sobre-adjudicación y “green shoe”. Véase la sección “Plan of
Distribución), sub-sección
“Overallotment Option”
(Opción de Sobreadjudicación)
5.3 Precios
5.3.1 Indicación del precio al que se ofertarán los Véase la sección “Plan of
valores. Cuando no se conozca el precio o cuando Distribution” (Plan de
no exista un mercado establecido y/o líquido para Distribución).
los valores, indicar el método para la
determinación del precio de oferta, incluyendo una Véase asimismo la portada del
declaración sobre quién ha establecido los Folleto.
criterios o es formalmente responsable de su
determinación. Indicación del importe de todo
gasto e impuesto cargados específicamente al
suscriptor o comprador.
5.3.2 Proceso de publicación del precio de Oferta. Véase la sección “Plan of
Distribución).
5.3.3 Limitación o supresión del derecho de suscripción Véase la sección “Plan of

preferente de los accionistas; precio de emisión de Distribution” (Plan de
los valores. Distribución).
5.3.4 En los casos en que haya o pueda haber una Véase la sección “Management
disparidad importante entre el precio de oferta and Board of Directors”
pública y el coste real en efectivo para los (Equipo Gestor y Consejo de
miembros de los órganos de administración, de Administración), sub-sección
gestión o de supervisión, o altos directivos o “Compensation” (Retribución).
personas vinculadas, de los valores adquiridos por
ellos en operaciones realizadas durante el último
año, o que tengan el derecho a adquirir, debe
incluirse una comparación de la contribución
pública en la oferta pública propuesta y las
contribuciones reales en efectivo de esas personas.
5.4 Colocación y aseguramiento.
5.4.1 Nombre y dirección del coordinador o Véase la sección “Plan of

coordinadores de la oferta global y de Distribution” (Plan de
determinadas partes de la misma y, en la medida Distribución).
en que tenga conocimiento de ello el emisor o el
oferente, de los colocadores en los diversos países Véase asimismo la
donde tiene lugar la oferta. contraportada del folleto.
5.4.2 Nombre y dirección de cualquier agente de pagos Véase la sección “Plan of

y de las entidades depositarias en cada país. Distribution” (Plan de
Distribución).
5.4.3 Nombre y dirección de las entidades que acuerdan Véase la sección “Plan of
asegurar la emisión con un compromiso firme, y Distribution” (Plan de
detalles de las entidades que acuerdan colocar la Distribución).
emisión sin compromiso firme o con un acuerdo de
«mejores esfuerzos». Indicación de las Véase asimismo la
características importantes de los acuerdos, contraportada del folleto.
incluidas las cuotas. En los casos en que no se
21
suscriba toda la emisión, declaración de la parte
no cubierta. Indicación del importe global de la
comisión de suscripción y de la comisión de
colocación.
5.4.4 Cuándo se ha alcanzado o se alcanzará el acuerdo Véase la sección “Plan of
de suscripción. Distribution” (Plan de
Distribución).

la Oferta).
6. ACUERDOS DE ADMISIÓN A
COTIZACIÓN Y NEGOCIACIÓN
6.1. Indicación de si los valores ofertados son o Véase la portada del folleto.
serán objeto de una solicitud de admisión a
negociación, con vistas a su distribución en un Véase la sección “Market
mercado regulado o en otros mercados Information” (Información de
equivalentes, indicando los mercados en Mercado).
cuestión. Esta circunstancia debe mencionarse,
Véase la sección “Plan of
sin crear la impresión de que se aprobará
necesariamente la admisión a negociación. Si se
Distribución).
conocen, deben darse las fechas más tempranas
en las que los valores se admitirán a Véase asimismo la sección
negociación. “Expected Timetable of
la Oferta).
6.2. Todos los mercados regulados o mercados No aplicable.

equivalentes en los que, según tenga
conocimiento de ello el emisor, estén admitidos
ya a negociación valores de la misma clase que
los valores que van a ofertarse o admitirse a
negociación.
6.3. Si, simultáneamente o casi simultáneamente con No aplicable.

la creación de los valores para los que se busca
la admisión en un mercado regulado, se
suscriben o se colocan privadamente valores de
la misma clase, o si se crean valores de otras
clases para colocación pública o privada, deben
darse detalles sobre la naturaleza de esas
operaciones y del número y las características
de los valores a los cuales se refieren.
6.4. Detalles de las entidades que tienen un Véase la sección “Plan of

compromiso firme de actuar como Distribution” (Plan de
intermediarios en la negociación secundaria, Distribución).
aportando liquidez a través de las órdenes de
oferta y demanda y descripción de los
principales términos de su compromiso.
6.5. Estabilización: en los casos en que un emisor o Véase la sección “Plan of
22
un accionista vendedor haya concedido una Distribution” (Plan de
opción de sobre-adjudicación o se prevé que Distribución), subsección
puedan realizarse actividades de estabilización “Stabilization” (Estabilización).
de precios en relación con la oferta.
7. TENEDORES VENDEDORES DE VALORES
7.1. Nombre y dirección profesional de la persona o Véase la sección “Principal and

de la entidad que se ofrece a vender los valores, Selling Shareholders”
naturaleza de cualquier cargo u otra relación (Accionistas Principales y
importante que los vendedores hayan tenido en Accionistas Oferentes).
los últimos tres años con el emisor o con
cualquiera de sus antecesores o personas Véase la sección “Plan of
vinculadas. Distribution” (Plan de
Distribución).
7.2. Número y clase de los valores ofertados por Véase la sección “Principal and
cada uno de los tenedores vendedores de Selling Shareholders”
valores. (Accionistas Principales y
Accionistas Oferentes).
7.3. Acuerdos de bloqueo. Partes implicadas. Véase la sección “Plan of

Contenido y excepciones del acuerdo. Distribution” (Plan de
Indicación del Período de bloqueo. Distribución), sub-sección
“Lock-up” (Compromisos de
No-Disposición).
8. GASTOS DE LA EMISIÓN / OFERTA
8.1. Ingresos netos totales y cálculo de los gastos Véase la sección “Use of
totales de la emisión/oferta. Proceeds” (Uso de los
Ingresos).
Véase, asimismo, la sección

“Plan of Distribution” (Plan de
Distribución).
9. DILUCIÓN
9.1 Cantidad y porcentaje de la dilución inmediata N/A

resultante de la emisión/oferta.
9.2. En el caso de una oferta de suscripción a los N/A

tenedores actuales, importe y porcentaje de la
dilución inmediata si no suscriben la nueva
oferta.
10. INFORMACIÓN ADICIONAL
10.1. Si en la nota sobre los valores se menciona a los Véase la sección “Validity of the
asesores relacionados con una emisión, una Shares” (Validez de las
declaración de la capacidad en que han actuado Acciones).
los asesores.
10.2. Indicación de otra información de la nota sobre Véase la sección “Independent
los valores que haya sido auditada o revisada Auditors” (Auditores
por los auditores y si los auditores han Independientes).
presentado un informe. Reproducción del
informe o, con el permiso de la autoridad
competente, un resumen del mismo.
23
10.3. Cuando en la nota sobre los valores se incluya Véanse los Anexos I y II.
una declaración o un informe atribuido a una
persona en calidad de experto, proporcionar el
nombre de esas personas, dirección profesional,
cualificaciones e interés importante en el
emisor, según proceda. Si el informe se presenta
a petición del emisor, una declaración de que se
incluye dicha declaración o informe, la forma y
el contexto en que se incluye, con el
consentimiento de la persona que haya
autorizado el contenido de esa parte de la nota
sobre los valores.
10.4. En los casos en que la información proceda de Véanse los Anexos I y II.
un tercero, proporcionar una confirmación de
que la información se ha reproducido con
exactitud y que, en la medida en que el emisor
tiene conocimiento de ello y puede determinar
a partir de la información publicada por ese
tercero, no se ha omitido ningún hecho que
haría la información reproducida inexacta o
engañosa. Además, el emisor debe identificar la
fuente o fuentes de la información.
24
ANNEX VI – METROVACESA, S.A. FINANCIAL INFORMATION
I. Audited Consolidated Annual Accounts as of and for the year ended December 31, 2016
II. Audited Consolidated Interim Financial Statements as of and for the nine-month period ended
September 30, 2017
A-III-1
METROVACESA SUELO Y PROMOCI6N, S.A.
Y SOCIEDADES DEPENDIENTES
Informe de auditoria independiente de cuentas anuales consolidadas,
cuentas anuales consolidadas al31 de diciembre de 2016 e
informe de gesti6n consolidado del ejercicio 2016
I
.
I
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INFORME DE AUDITORiA INDEPENDIENTE DE CUENTAS ANUALES CONSOLIDADAS
A los Accionistas de Metrovacesa Suelo y Promocion, S.A.:
Informe sobre las cuentas anuales consolidadas
Hemos auditado las cuentas anuales consolidadas adjuntas de la sociedad Metrovacesa Suelo y
Promocion, S.A. y sociedades dependientes, que comprenden el estado de situacion financiera
consolidado a 31 de diciembre de 2016, la cuenta de resultados consolidada, el estado del resultado
global consolidado, el estado de flujos de efectivo consolidado y la memoria consolidada
correspondientes al ejercicio terminado en dicha fecha.
Responsabilidad de los administradores en relaci6n con las cuentas anuales consolidadas
Los administradores de la sociedad dominante son responsables de formular las cuentas anuales
consolidadas adjuntas, de forma que expresen la imagen fiel del patrimonio, de la situacion financiera
y de los resultados de Metrovacesa Suelo y Promoci6n, S.A., de conformidad con las Normas
Internacionales de Informacion Financiera, adoptadas por la Uni6n Europea, y demas disposiciones
del marco normativo de informacion financiera aplicable al Grupo en Espafia, y del control intemo que
consideren necesario para permitir la preparaci6n de las cuentas anuales consolidadas libres de
incorreccion material, debida a fraude o error.
Responsabilidad del auditor
Nuestra responsabilidad es expresar una opinion sabre las cuentas anuales consolidadas adjuntas
basada en nuestra auditoria. Hemos llevado a cabo nuestra auditoria de conformidad con la normativa
reguladora de la auditoria de cuentas vigente en Espana. Dicha normativa exige que cumplamos los
requerimientos de etica, asi como que planifiquemos y ejecutemos la auditoria con elfin de obtener
una seguridad razonable de que las cuentas anuales consolidadas est{m libres de incorrecciones
materiales.
Una auditoria requiere la aplicacion de procedimientos para obtener evidencia de auditoria sobre los
importes y la informacion revelada en las cuentas anuales. Los procedimientos seleccionados
dependen deljuicio del auditor, incluida la valoraci6n de los riesgos de incorrecci6n material en las
cuentas anuales, debida a fraude o error. AI efectuar dichas valoraciones del riesgo, el auditor tiene en
cuenta el control intemo relevante para Ia formulaci6n por parte de los administraciones de la
sociedad dominante de las cuentas anuales consolidadas, con el fin de disefiar los procedimientos de
auditoria que sean adecuados en funcion de las circunstancias, y no con la finalidad de expresar una
opinion sabre la eficacia del control intemo de la entidad. Una auditoria tambien incluye Ia evaluacion
de la adecuacion de las politicas contables aplicadas y de la razonabilidad de las estimaciones
contables realizadas por la direcci6n, asi como la evaluacion de Ia presentacion de las cuentas anuales
consolidadas tomadas en su conjunto.
Consideramos que la evidencia de auditoria que hemos obtenido proporciona una base suficiente y
adecuada para nuestra opinion de auditoria.
PricewaterhouseCoopers Auditores, S.L., Torre PwC, P0 de la Castellana 259 B, 28046 Madrid, Espana
Tel.: +34 915 684 400 I +34 902 021111, Fax: +34 915 685 400, www.pwc.es
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 6.054, secciOn 3"
lnscrita en el R.O.A.C. am el nolmero S0242 • CIF: B-79 031 290
I
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Opinion
En nuestra opinion, las cuentas anuales consolidadas adjuntas expresan, en todos los aspectos
significativos, la imagen tiel del patrimonio consolidado y de la situacion financiera consolidada de la
sociedad Metrovacesa Suelo y Promocion, S.A. y sociedades dependientes a 31 de diciembre de 2016,
asi como de sus resultados consolidados y flujos de efectivo consolidados correspondientes al ejercicio
terminado en dicha fecha, de conformidad con las Normas Internacionales de Informacion Financiera,
adoptadas por la Union Europea, y demas disposiciones del marco normativo de informacion
financiera que resulta de aplicacion en Espana.
Parrafos de enfasis
Uamamos la atencion sobre las notas 1 y 2 adjuntas, en la que se menciona que la Sociedad
Metrovacesa Suelo y Promocion, S.A. es fruto de la escision de la rama de actividad de suelo y
promoci6n de Metrovacesa, S.A, siendo, por consiguiente, las cifras incluidas en las comparativas, las
correspondientes al segmento de suelo y promocion existente a dicha fecha en los estados financieros
de Metrovacesa, S.A. Esta cuestion no modifica nuestra opinion.
Llamamos la atencion sobre la nota 2 de la memoria de las cuentas anuales consolidadas, en la que se
indica que las cuentas anuales consolidadas a 31 de diciembre de 2016 son las primeras que los
administradores de la sociedad dominante formulan aplicando las Normas Internacionales de
Informacion Financiera adoptadas por la Union Europea (NIIF-UE). Esta cuesti6n no modifi.ca
nuestra opinion.
Otras cuestiones
Las cifras proforma correspondientes al ejercicio 2015 incluidas a efectos comparativos en las cuentas
anuales consolidadas a 31 de diciembre de 2016 no han estado sujetos a auditoria.
Informe sobre otros requerimientos legales y reglamentarios
El informe de gesti6n consolidado adjunto del ejercicio 2016 contiene las explicaciones que los
administradores de la sociedad dominante consideran oportunas sobre la situaci6n de Metrovacesa
Suelo y Promoci6n, S.A. y sociedades dependientes, la evoluci6n de sus negocios y sobre otros asuntos
y no forma parte integrante de las cuentas anuales consolidadas. Hemos verificado que la informacion
contable que contiene el citado informe de gesti6n concuerda con la de las cuentas anuales
consolidadas del ejercicio 2016. Nuestro trabajo como auditores se limita ala verificacion del informe
de gestion consolidado con el alcance mencionado en este mismo parrafo y no incluye la revision de
informacion distinta de la obtenida a partir de los registros contables de la sociedad Metrovacesa Suelo
y Promoci6n, S.A. y sociedades dependientes.
J\UDITOR~S
""
PRICEWATERHOUSECOOPERS
Gonzalo Sanjurjo Pose AUDITORES, S.L.
2017 01117124719
13 de marzo de 2017 Mo N' 96,00 EUR
SEUO CORPORAllVO:
lnfurme de auditDria de cuentas sujeto

a ta normativa de auditoria de cuentas
espanola o intemacional
2
METROVACESA SUELO Y PROMOCION, S.A.
Cuentas Anuales Consolidadas e lnforme de Gesti6n Consolidado

correspondientes al ejercicio terminado el 31 de diciembre de 2016
METROVACESA SUELO Y PROMOCION, S.A. Y SOCIEDADES DEPENDIENTES
BALANCES DE SITUAC16N CONSOLIDADOS CORRESPONDIENTES A LOS

EJERCICIOS ANUALES TERMINADOS EL 31 DE DICIEMBRE DE 2016 Y 2015
(PROFORMA}
(Expresadas en miles de euros)
ACTIVOS Nota 31/12/2016 31/12/2015*

lnmovilizaciones Materiales 1
lnversiones inmobiliarias 4 109.600 224.540
lnversiones en empresas asociadas 5 117 319
Actives financieros no corrientes 6 63.533 63.511
Activos por impuestos diferidos 14 39.189 39.839
Total activos no corrientes 212.440 328.209
Activos corrientes
Existencias 7 814.182 704.494
Deudores comerciales y otras cuentas a cobrar 6 20.026 12.945
Otros Actives financieros corrientes 8 1.488 23.962
Administraciones Publicas deudoras 8 2.132 126
Efectivo y otros actives llquidos equivalentes 14 32.464 12.197
Total activos corrientes 9 870.292 753.724
Total activos 1.082.732 1.081.933
• Estados financieros proforma no auditados
Las notas 1 a 21 adjuntas forman parte integrante de estas Cuentas Anuales Consolidadas.
2
BALANCES DE SITUACION CONSOLIDADOS CORRESPONDIENTES A LOS

EJERCICIOS ANUALES TERMINADOS EL 31 DE DICIEMBRE DE 2016 Y 2015
(PROFORMA)
Nota 31/12/2016 31/12/2015'
PATRIMONIO NETO 10
Patrimonio Neto atribuible a los acclonlstas de

Ia Sociedad
Capital social 492.045 492.045
Prima de emisi6n 541.077 541.077
Reservas en sociedades consolidadas por puesta

{3.172) {2.747)
en equivalencia
Ganancias acumuladas {30.775) (10.957)

Total patrimonio neto 999.175 1.019.418
PASIVOS
Pasivos no corrientes
Provisiones 11 30.423 25.474
Deuda financiers 6 352 389
Otros pasivos financieros no corrientes 6 5.429 4.783
Pasivos por impuestos diferidos 14 987 987
Total pasivos no corrlentes 37.191 31.633
Paslvos corrientes
Provisiones 11 12.909 12.813
Deuda financiers 6 2 70
Acreedores comer'ciales y otrss cuentas a pagar 6 22.437 9.158
Administraciones Publicas Acreedorss 14 2.028 3
Otros pasivos financieros conientes 6 232 80
lngresos ordinaries diferidos 6 8.758 8.758
Total pasivos corrientes 46.366 30.882
Total pasivos 83.557 62.515
Total patrimonio y pasivo 1.082.732 1.081.933
Las notas 1 a 21 adjuntas forman parte integrante de estas Cuentas Anuales Consolidadas
3
CUENTAS DE PERDIDAS Y GANANCIAS CONSOLIDADAS CORRESPONDIENTES A

LOS EJERCICIOS ANUALES TERMINADOS EL 31 DE DICIEMBRE DE 2016 Y 2015
(PROFORMA)
OPERACIONES CONTINUADAS Nota 31/12/2016 31/12/2015'

Ventas 15 21.020 36.038
Coste de las ventas 15 (16.412) (27.444)
Gastos de personal 15 (3.366} (2 .788)
Dotaci6n a Ia amortizaci6n
Servicios exteriores (3.676) (5.604)
Variaci6n de las provisiones de trafico (25.635) (27.701)
Otras ganancias o perdidas 83 {1}
RESULTADO DE EXPLOTACI6N (27.986) (27.500~
Variaciones de valor de inversiones inmobiliarias 8.355 9.008
OTROS RESULT ADOS 8.355 9.008
lngresos financieros 170 160.570
Gastos financieros {119) (19.169)
Gastos financieros capitalizados 103 77
Deterioro y resultado por enajenaci6n de instrumentos
(61.604)
financieros
Resultado de entidades valoradas por el metoda
(211} (425)
de Ia participaci6n
RESUL TADO FINANCIERO (57) 79.449
RESULTADO ANTES DE IMPUESTOS {19.688} 60.957

lmpuesto sobre las ganancias 14 (846) 3.186
RESULTADO DEL PERIODO (20.534) 64.143
Las notas 1 a 21 adjuntas forman parte lntegrante de estas Cuentas Anuales Consolidadas
4
ESTADOS DE CAMBIOS EN EL PATRIMONIO NETO CONSOLIDADOS

CORRESPONDIENTES A LOS EJERCICIOS ANUALES TERMINADOS EL 31 DE
DICIEMBRE DE 2016 Y 2015 (PROFORMA)
A. ESTADO DE INGRESOS Y GASTOS RECONOCIDOS.
31/12/2016 31/12/2015*
Resultado del ejercicio (20.534) 64.143

Otro resultado global
lngresos y gastos imputados directamente al patrimonio neto
Total ingresos y gastos imputados directamente en

el patrimonlo neto
lngresos y gastos imputados a Ia cuenta de p~rdidas y

ganancias
Total transferencias a Ia cuenta de ~rdidas y ganancias
Otro resultado Global del ejerciclo

Resultado Global Total del Ejercicio (20.534) 64.143
• Estados financiems pmfonna no auditados
Las notas 1 a 21 adjuntas forman parte integrante de estas Cuentas Anuales Consolidadas
5
ESTADOS DE CAMBIOS EN EL PATRIMONIO NETO CONSOLIDADOS CORRESPONDIENTES A LOS EJERCICIOS ANUALES
TERMINADOS EL 31 DE DICIEMBRE DE 2016 Y 2015 (PROFORMA) (Expresadas en miles de euros)
B. ESTADO TOTAL DE CAMBIOS EN EL PATRIMONIO NETO
Prima emision Ganancias Total Patrimonio
Capital Social consolidadas por puesta
acciones acumuladas Nato
en equivalencia
Saldos al 1 de enero de 2015 492.045 541.077 (2.747) (75.100) 955.275

Resultado neto del ejercicio - - - 64.143 64.143
Total ingresos y gastos reconocidos en el ejercicio - - - 64.143 64.143
Saldos al 31 de diciembre de 2015 (no auditado) 492.045 541.077 (2.747) (10.957) 1.019.418
Prima emisi6n Ganancias Total Patrimonio
Capital Social consolidadas por puesta
acclones acumuladas Neto
en equivalencia
Saldo final ejeraclo 2015 492.045 541.077 (2.747} (10.957) 1.019.418
Resultado neto del ejercicio - - - (20.534) (20.534)
Totallngresos y gastos reconocldos en el ejercicio - - -
Distribuci6n resultado entidades en equlvalencia - - (424) 424 -
Saldos al31 de diciembre de 2016 492.045 541.077 {3.172) (30.775) 999.175
Las notas 1 a 21 adjuntas forman parte integral de las Cuentas Anuales Consolldadas
6
METROVACESA SUELO Y PROMOCI6N, S.A. Y SOCIEDADES DEPENDIENTES
ESTADOS DE FLUJOS DE EFECTIVO CONSOLIDADOS CORRESPONDIENTES A LOS EJERCICIOS
ANUALES TERMINADOS EL 31 DE DICIEMBRE DE 2016 Y 2015 (PROFORMA)
1. FLUJOS DE EFECTIVO DE LAS ACTIVIDADES DE

Nota 2016 2015
EXPLOTACION
Resultado del per1odo antes de impuestos (19.688) 60.956
Ajustes al resultado:
Variaci6n de provisiones 7,11 24.407 27.701

Deterioro de instrumentos financieros 61.604
Variaciones de valor de inversiones inmobiliarios 4 (8.355) (9.008)
lngresos financieros (170) (160.570)
Gastos capitalizados (103} (77)
Gastos financieros 119 19.169
Resultado ajustado (3.790) (226)
Cambios en el capital circulante:
- Existencias 7 442 5.062
- Cuentas a cobrar 6 (8.081) (55.580)
- Otros actiiiOS financieros oorrientes 8 22.474
- Admistraciones publicas deudoras 8 (1.776}
- Admistraciones publicas acreedoras 12 (2.257)
- Cuentas a pagar 12 13.279 2.754
- Otros pasivos oorr1entes 12 152 4.783
- Otros pasivos no oorrientes 12 646 151
Otros flujos de efectivo de las actividades de explotaci6n
- Pagos de intereses {-} {119) (19.169)
- Cobras de intereses 170
- Cobros (pagos) por impuesto sabre beneflcios (227)
Total flujos de afectivo netos de las actlvidades de explotaci6n 20.913 (82.225)
2. FLUJOS DE EFECTIVO DE LAS ACTIVIDADES DE INVERSION

lnverslones an:
lnversiones inmoblliar1as 4 (101) (732)
Cuentas corrientes grupo 18 (440)
Total flujos de efectlvo natos de las actlvldades de inveraiOn (541) (732)
FINANCIACION
Amortizaci6n de deudas con entidades de credito (105}
Total flujoa de efectivo netoa de las actividades de flnanclaci6n (105)
AUMENTOI DISMINUCION NETA DEL EFECTIVO 0

20.267 (62.957)
EQUIVALENTES
Efectlvo o equlvalentes al comlanzo del ejercicio 9 12.197 75.1 53
Efectivo o equlvalentes al final del ejerclclo 9 32.464 12.197

Las notas 1 a 21 adjuntas forman parte integral de las Cuentas Anuales Consolidadas
7
1. INTRODUCCJONJ BASES DE PRESENTACJON DE LAS CUENT AS ANUALES CONSOLIDADAS Y OTRA
INFORMACION
a) lnformaci6n general
Metrovacesa Suelo y Promoci6n, SA (en adelante Ia Sociedad) se constituy6 por tiempo indefinido por escisi6n parcial
de Ia sociedad Metrovacesa, S.A. el18 defebrero de 2016 bajo Ia denominaci6n de "Metrovacesa Suelo y Promoci6n,
S.A.w.
En Junta General de Accionistas de fecha 11 de enero de 2016 se aprob61a escisi6n parcial de Metrovacesa, SA, sin que
se produjera Ia extinci6n de ~sta, consistente en Ia escisi6n del patrimonio perteneciente a su negocio de suelo y promoci6n
inmobiliaria, constituyendo una unidad econ6mica independiente a favor de Ia nueva sociedad "Metrovacesa Suelo y
Promoci6n, S.A.", Ia cual se encuentra participada por los accionistas de Metrovacesa, SA en Ia misma proporci6n que
~stos ten fan en el momenta de ejecuci6n de Ia escisi6n.
Como resultado de dicha escisi6n, Metrovacesa Suelo y Promoci6n, S.A. y sus Sociedades Dependientes (en adelante
el Grupo) es un grupo que adquiri6 en bloque y por sucesi6n universal, el patrimonio pertenecicnte a Ia Rama de
Actividad de Suelo y Promoci6n de Ia sociedad Metrovacesa, SA Fruto de esta restructuraci6n de capital, Metrovacesa,
S.A. aport6 actives por valor 1.149.635 miles de euros y pasivos por importe de 109.780 miles de euros a Ia nueva
sociedad (ver apartado b).
La Sociedad Metrovacesa Suelo y Promoci6n, S.A. es dominante del Grupo Metrovacesa Suelo y Promoci6n (en
adelante el Grupo), cuyas sociedades dependientes han sido detalladas en el Anexo 1.
Su domicilio actual se encuentra en Madrid, en calle Quintanavides, numero 13, Parque Empresarial Via Norte.
Metrovacesa Suelo y Promoci6n, S.A., como Sociedad Dominante, y sus sociedades dependientes tienen
principalmente como objeto social segun el articulo 2• de los Estatutos Sociales:
La adquisici6n o construcci6n de toda clase de fincas y construcciones para su edificaci6n o mejora con el fin
de su ulterior venta.
• La promoci6n, urbanizaci6n y parcelaci6n de bienes inmuebles en general.
• La adquisici6n de suelo, aprovechamientos urbanisticos o cualquier clase de derechos reales sabre bienes
inmuebles para su venta.
• El desarrollo de actuaciones, bien directamente o a trav~s de las sociedades filiales, de:

i. Gesti6n inmobiliaria en beneficia propio o a favor de terceros.
ii. Promoci6n y gesti6n de comunidades inmobiliarias.
• Participar, en los t~rminos que el Consejo de Administraci6n determine, en el capital de otras sociedades cuyo
objeto social sea analogo al descrito en los numeros precedentes.
Las presentes cuentas anuales consolidadas han sido elaboradas y formuladas por el Consejo de Administraci6n el 28
de febrero de 2017.
Las cifras contenidas en estas cuentas anuales consolidadas, se muestran en miles de euros salvo menci6n express.
b) lnformaci6n financiers relativa a los actives y oasivos aportados a Ia Sociedad en el momenta de su constituci6n
La Sociedad adquiriere las obligaciones de Metrovacesa, SA que forman parte del Patrimonio Escindido. La Sociedad,
por tanto, continua con todas las relaciones, derechos y obligaciones que pudieran corresponder a Metrovacesa, S.A.
8
La titularidad del Patrimonio Escindido corresponde a Metrovacesa Suelo y Promoci6n, S.A. y queda legitimada de
forma automatics y sin soluci6n de continuidad para realizer sabre dicho patrimonio toda clase de actos, de disposici6n,
dominic y gravamen. La entrega del Patrimonio Escindido se formalize el 18 de febrero de 2016 con Ia escritura de
aumento de capital mediante aportaciones dlnerarias, y por tanto cumplida Ia condici6n suspensiva consistente en Ia
efectiva ejecuci6n de las tres operaciones de aumento de capital de Ia Sociedad Escindida.
Las masas patrimoniales que se integran en Ia Sociedad en dicha fecha son las siguientes:
ACTIVOS 18/02/20HI
lnversiones en empresas de grupo y asociadas 122.868
Existencias 775.819
Cuentas a cobrar con empresas de grupo y asociadas 148.143
Otros Activos financieros corrientes 102.805
Totalactivos 1.149.635
PMIVOS
Cuentas a pagar con empresas de grupo y asociadas 43.699
Otros pasivos 66.081
Total pasivos 109.780
Actlvos y Pasivos Netos 1.039.855
2. BASES DE PRESENTACION DE CUENTAS ANUALES CONSOLIDADAS
Las cuentas anuales consolidadas del ejercicio 2016, que han sido obtenidos de los registros contables de Ia sociedad
matr1z y el resto de las sociedades integrsdas en el Grupo al31 de diciembre de 2016, han sido preparsdas de acuerdo con
las Normas lntemacionales de lnformaci6n Financiers (NIIF) y Ia lnterpretaciones del Comite lntemacional de lnformaci6n
Financiers (CINIIF) adoptadas porIa Union Europea (en conjunto, Ia NIIF-UE), de conformidad con el Reglamento (CE) no
160612002 del Par1amento y del Consejo Europeo y sucesivas modificaciones y estan cubiertas porIa NIIF 1, "Adopci6n de
las NIIF por primera vez~.
La preparaci6n de estas cuentas anuales consolidadas con arreglo a Ia NIIF-UE exige el uso de clertas estimaciones
contables criticas. Tambi~ exige a Ia Direccl6n que ejerza su juicio en el proceso de aplicar las pollticas contables del
Grupo. En Ia Nota 2.2 se revelan las areas que impllcan un mayor grade de juicio o complejidad o las areas donde las
hip6tesis y estimaciones son significativas para las cuentas anuales consolidadas.
Las presentes cuentas anuales consolidadas no incluyen informaci6n sobre segmentos, ya que tanto Ia NIC 14 como
Ia NIIF 8, permiten no incluir dicha informacion cuando Ia sociedad matriz del grupo no tiene valores (acciones o deuda)
admitidos a cotizaci6n, ni es~n dichos valores en proceso de admisi6n a cotizaci6n. Por el mismo motivo, no se incluye
informacl6n sobre ganancia por acci6n, siguiendo lo permitido porIa NIC 33.
Las cifras contenidas en estas cuentas anuales consolidadas esttm expresadas en miles de euros salvo que se indique
lo contrario.
9
2.1 Entrada en vigor de nuevas normas contables
Durante el ejercicio 2016 han entrado en vigor las siguientes normas e interpretaciones de aplicaci6n obligatoria, ya
adoptadas por Ia Uni6n Europea, que, en caso de resultar de aplicaci6n, han sido utilizadas por el Grupo en Ia
elaboraci6n de Ia informacion adjunta al 31 de diciembre de 2016:
2.1.1 Nuevas nonnas, modificaciones e interpretaciones de aplicaci6n obligatoria en el ejercicio que comenz6
el1 de enero de 20161
Aplicacion
obligatoria ejercicios
Aprobadas para su uso en Ia Union Europea
iniciados a partir de:
Modificaciones NIC 1: lniciativa Diversas aclaraciones en relaci6n 1 de enero de 2016
desgloses (Diciembre 2014} con los desgloses (materialidad,
agregaci6n, orden de las notas,
etc.).
Modificaci6n de Ia NIC 16 y NIC 38 Clarifies los metodos aceptables de 1 de enero de 2016

Metodos aceptables de amortizaci6n y depreciaci6n del
depreciaci6n y amortizaci6n inmovilizado material e intangible,
(publicada en mayo de 2014) que no incluyen los basados en
ingresos.
Modificaci6n a Ia NIC 16 y MC 41: Las plantas produdoras pasaran a 1 de enero de 2016 .
Plantas productoras (publicada en llevarse a coste, en Iugar de a valor
junio de 2014} razonable.
Mejoras a las NIIF Cicio 2012-2014 Modificaciones menores de una serie 1 de enero de 2016
(publicada en septiembre de 2014) de normas.
Modificaci6n a Ia NIC 27 Metodo Se permitira Ia puesta en 1 de enero de 2016
de puesta en equivalencia en equivalencia en los estados
Estados Financieros Separados financieros individuales de un
(publicada en agosto de 2014) inversor.
Modificaci6n a Ia NIIF 11 Especifica Ia forma de contabilizar Ia 1 de enero de 2016
Contabilizaci6n de las adquisici6n de una participaci6n en
adquisiciones de participaciones una operaci6n conjunta cuya
en operaciones conjuntas adividad constituye un negocio.
(publicada en mayo de 2014)
1Las normas anteriores no han tenido un impado significative en las cuentas anuales consolidadas.
2.1.2 Nuevas normas, modificaciones e interpretaclones de apllcaci6n obligatoria en ejercicios posteriores al

ejercicio natural que comenz6 el1 de enero de 2016 (aplicables de 2016 en adelante)
A Ia fecha de formulad6n de estas cuentas anuales consolidadas, las siguientes normas e interpretaciones habian sido
publicadas por eiiASB pero no habian entrada aun en vigor, bien porque su fecha de efedividad es posterior a Ia fecha
de las cuentas anuales consolidadas, o bien porQue no han sido aun adoptadas por Ia Uni6n Europea:
10
Aplicaci6n obligatoria
No aprobadas para su uso en Ia Uni6n Europea ejercicios iniciados a
partir de:
NIIF 151ngresos procedentes de Nueva nonna de reconocimiento de ingresos Periodos anuales
contratos con clientes (publicada en (Sustituye a Ia NIC 11, NIC 18, CINIIF 13, iniciados a partir del 1
mayo de 2014) CINIIF 15, CINIIF 18 y SIC-31 ). 2018
NIIF 7 lnstrumentos financieros Aclaraci6n de Ia compensaci6n de actives y 1 de enero de 2015
(modificaci6n diciembre 2011 ). pasivos financieros.
NIIF 9 lnstrumentos financieros (ultima Sustituye a los requisites de clasificaci6n, 1 de enero de 201 a
fase publicada en julio de 2014). valoraci6n, reconocimiento y baja en cuentas
de activos y pasivos financieros, Ia
contabilidad de coberturas y deterioro de NIC
39.
Modificaciones de Ia NIC 7 Objetivo de facilitar a los usuaries de los 1 de enero de 2017

(publicada en enero 2016) estados financieros evaluar los cambios en
los pasivos derivados de las actividades de
financiaci6n.
Modificaciones de Ia NIC 12 {publicada Clarifica el reconocimiento de actives por 1 de enero de 2017
en enero 2016) impuesto diferido por perdidas no realizadas.
Modificaci6n NIIF 10 y NIC 28 Venta o Clarificaci6n en relaci6n al resultado de estas 1 de enero de 2016
aportaci6n de actives entre un inversor operaciones si se trata de negocios o de
y su asociada/negocio conjunto actives.
(publicada en septiembre de 2014)
Modificaciones NIIF 10, NIIF 12 y NIC Clarificaciones sobre Ia excepci6n de 1 de enero de 2016
28: Sociedades de lnversi6n consolidaci6n de las sociedades de Inversion.
(Diciembre 2014)
Modificaciones NIIF 16 Cambio en el tratamiento contable de los 1 de enero de 2019
arrendamientos.
El Grupe esta evaluando los impactos que Ia aplicaci6n futura de estas nonnas podria tener en las cuentas anuales
una vez entren en vigor. La evaluaci6n preliminar del Grupo es aue los impactos de Ia aplicaci6n de estas nonnas no
seran significativos.
2.2 Transici6n a las Normas lntemaciones de lnfonnaci6n Financiera
Las cuentas anuales consolidadas del Grupo correspondientes al ejercicio tenninado el31 de diciembre 2016 son
las primeras cuentas anuales que cumplen con NIIF-UE. Estas cuentas anuales consolidadas se han preparado
como se describe en Ia nota 2.10. El Grupo ha aplicado Ia NIIF 1 en Ia preparaci6n de estas cuentas anuales
consolidadas.
En Ia preparaci6n de estas cuentas anuales consolidadas de acuerdo con Ia NIIF 1, el Grupo ha aplicado
algunas de las excepciones obligatorias y ninguna de las exenciones optativas a Ia aplicaci6n retroactive de
Ia NIIF-UE, porque no eran aplicables.
Las cuentas anuales consolidadas se han elaborado de acuerdo con el enfoque de coste hist6rico, aunque
modificado par Ia revalorizaci6n de las inversiones inmobiliarias a valor razonable con cambios en resultados.
11
2.3 Camblos en criterios contables y eetimaciones realizadas
En las presentes cuentas anuales consolidadas adjuntas se han utilizado ocasionalmente estimaciones
realizadas por Ia Direcci6n de Ia Sociedad Dominante y de las entidades consolidadas para cuantificar
algunos de los actives, pasivos, ingresos, gastos y compromisos que figuran registrados en elias.
Basicamente, estas estimaciones, realizadas en funci6n de Ia mejor informaci6n disponible, se refieren a los
siguientes aspectos:
Reconocimiento de ingresos
El grupo utiliza el porcentaje de realizaci6n en Ia contabilizaci6n de los ingresos derivados de los

contratos de construcci6n y urbanizaci6n en curso, cuyos costes totales son una estimaci6n
realizada por el Grupo. La desviaci6n en el calculo de estos costes puede afectar a Ia rentabilidad
futura de dichos contratos, no obstante Ia Sociedad estima que en caso de haber diferencias, estas
no serlan significativas.
El Grupe evalua para cada transmisi6n de inmuebles si cumple con los requisitos para el
reconocimiento de los ingresos descritos en Ia nota 2.11.f, presentando especial atenci6n a los
analisis de transmisi6n de riesgos y ventajas significativas.
Determinaci6n de las provisiones.
El grupo hace estimaciones y juicios, basados en informacion obtenida de expertos independientes

y Ia propia experiencia del Grupe en base a informaci6n hist6rica, en relaci6n a todas las provisiones
tales como:
o Provisiones relacionadas con activos financieros (Nota 6)

o Provisiones por deterioro de inversiones inmobiliarias y existencias {Nota 4 y 7)
o Provisiones relacionadas con cuentas comerciales a cobrar (Nota 8)
o Provisiones para riesgos y gastos {Nota 11)
Estimaci6n de valores razonables
El valor de mercado de las existencias que ha sido obtenido de las valoraciones efectuadas por
expertos independientes al 31 de diciembre de 2016. Dichas valoraciones se realizan de acuerdo
con los criterios establecidos por "The Royal Institution of Chartered Surveyors" {RICS).
En relaci6n con los actives y pasivos valorados a valor razonable, el Grupe ha seguido Ia jerarquia
definida en Ia NIIF 13 para su clasificaci6n en funci6n de los datos de entrada utilizados en Ia
valoraci6n de los mismo y de su observabilidad en mercado.
o Nivel1: Precios cotizados (sin ajustar) en mercados actives para actives o pasivos id~nticos
a los que Ia entidad puede acceder en Ia fecha de Ia valoraci6n.
o Nivel 2: Datos distinguidos de los precios cotizados incluidos en el Nivel 1 que son
observables para los activos o pasivos, directa o indirectamente a traves de tecnicas de
valoraci6n que emplean datos observables del mercado.
o Nivel 3: Datos de entrada no observables en mercado para el activo o pasivo.
De acuerdo con Ia nueva normative NIIF 13, el nivel jerarquico al que se clasifica un activo o pasivo
en su totalidad (Nivel 1, Nivel 2 o Nivel 3) se determina en funci6n del dato de entrada relevante
empleado en Ia valoraci6n mas bajo dentro de Ia jerarquia de valor razonable. En caso de que los
datos de entrada utilizados para medir el valor razonable de un activo o pasivo pueden clasificarse
dentro de los diferentes niveles, Ia medici6n del valor razonable se clasifica en su totalidad en el
12
mismo nivel de Ia jerarquia de valor razonable que el data de entrada de nivel mas bajo que sea
significative para Ia medici6n del valor.
Clllculo de los valores razonables, de los valores en usc y de los valores actuales
El calculo de los valores razonables, valores en usc y valores actuales implica el calculo de flujos de
efectivo futures y Ia asuncion de hip6tesis relativas a los valores futures de los flujos, asi como las
tasas de descuento aplicables a los mismo. Las estimaciones y las asunciones realizadas estlm
basadas en Ia experiencia hist6rica yen otros factores diversos que son entendidos como razonables
de acuerdo con las circunstancias
Sin pe~uicio de que los criterios de estimaci6n se basan en apreciaciones racionales y con fundamento en
elementos objetivos de analisis, es posible que acontecimientos que puedan tener Iugar en el futuro obliguen
a modificar1as ( al alza o a Ia baja) en los pr6ximos periodos o ejercicios; lo que se haria, en el caso de ser
precise y confurme a lo establecido en Ia NIC 8, de forma prospectiva reconociendo los efectos del cambia
de estimaci6n en Ia cuenta de perdidas y ganancias consolidada de los periodos o ejercicios afectados.
2.4 Comparaci6n de Ia informaci6n
Tal y como se ha dispuesto en Ia nota 1, fruto de Ia restructuraci6n de capital de Metrovacesa, S.A., esta aport6
a Ia sociedad dominante de este Grupo Ia linea de negocio de suelo y promoci6n que hasta Ia escisi6n furrnaba
parte de los estados financieros de Metrovacesa S.A. Como consecuencia de que Ia operaci6n se ha realizado
en el marco de des empresas bajo control comun, se deben presentar saldos comparatives. Asl, las cifras
induidas en las cuentas anuales consolidadas del ejercicio 2016 respecto al ejercicio 2015 se corresponden
con los saldos de Ia rama de actividad de suelo y patrimonio que se encontraban incorporadas en las cuentas
anuales consolidadas a 31 de diciembre de 2015, con lo que no han sido auditadas individualmente sino en el
conjunto de Ia auditoria de Metrovacesa, S.A. y sociedades dependientes preparadas bajo Normas intemaciones
de 1nfurrnaci6n Financiera (NIIF-UE).
2.5 Correcci6n de errore&
En las cuentas anuales consolidadas del ejercicio 2016 no se han producido correcciones de errores
sig nificativos.
2.6 Estaclonalidad de las transacciones del Grupo
Dadas las actividades a las que se dedican las Sociedades del Grupo, las transacciones del mismo no
cuentan con un caracter clclico o estacional relevante. Por este motive no se induyen desgloses especificos
en las presentes notas explicativas de las cuentas anuales consolidadas del ejercicio 2016.
2.7 lmportancia relatlva
AI determinar Ia infurmaci6n a desglosar en las presentes notas explicativas sobre las diferentes partidas de
los estados financieros u otros asuntos, el Grupo, ha tenido en cuenta Ia importancia relativa en relaci6n con
las cuentas anuales consolidadas.
2.8 Empresa en funcionamiento
El Grupo presenta a 31 de diciembre de 2016 un fondo de maniobra positive por importe de 816.796 miles de
euros. Como resultado de ello, los Administradores de Ia Sociedad Dominante han preparado estas cuentas
anuales consolidadas aplicando el principia contable de empresa en funcionamiento.
13
2.9 Estado de flujos de efectlvo consolidado
En el estado de flujos de efectivo consolidado se utilizan las siguientes expresiones en los siguientes
sentidos:
• Flujos de efectivo son las entradas y salidas de efectivo y equivalentes al efectivo.
• Actividades de explotacion son las actividades que constituyen Ia principal fuente de ingresos
ordinaries de Ia entidad, asi como otras actividades que no puedan ser calificadas como de inversiOn
o financiaciOn.
• Actividades de inversion son las de adquisici6n y disposici6n de actives a largo plazo, asi como de
otras inversiones no incluidas en el efectivo y los equivalentes al efectivo.
• Actividades de financiacion son las actividades que producen cambios en el tamafio y composicion
de los capitales propios y de los prestamos tornados por parte de Ia entidad.
A efectos de Ia elaboracion del estado de flujos de efectivo consolidado, se ha considerado como "efectivo y
equivalentes de efectivo" Ia caja y dep6sitos bancarios a Ia vista, asl como aquellas inversiones a corte plazo
de gran liquidez, que son facilmente convertibles en importes determinados de efectivo, estando sujetos a un
riesgo poco significative de cambios en su valor.
2.1 0 Moneda funcional
El euro es Ia moneda en Ia que se presentan las cuentas anuales consolidadas, por ser esta Ia moneda
funcional en el entomo en el que opera el Grupe.
2.11 Nonnas de valoraci6n

En Ia elaboraci6n de las presentes cuentas anuales consolidadas del Grupo Metrovacesa Suelo y Promocion
correspondientes al ejercicio 2016, se han aplicado los siguientes principios, politicas contables y criterios de
valoracion:
a. lnversiones inmobiliarias
La propiedad que se mantiene para Ia obtenci6n de rentas a largo plaza o para Ia revalorizacion del capital
o de ambos, y que no esta ocupado por las empresas del Grupe, se clasifica como Ia inversion
inmobiliaria. Las inversiones inmobiliarias comprenden edificios de oficinas, naves logisticas y demas
estructuras en propiedad. La inversion inmobiliaria tambien incluye Ia propiedad que esta siendo
construida o sera desarrollada para uso futuro como inversiOn inmobiliaria.
Las inversiones inmobiliarias se valoran inicialmente por su coste, incluyendo los castes de transacciOn
relacionados y costes de financiaciOn, si fueran de aplicaci6n. Despues del reconocimiento inicial, las
inversiones inmobiliarias se contabilizan por su valor razonable.
El valor razonable de las inversiones inmobiliarias refleja, entre otras cosas, los ingresos por rentas de
arrendamientos y otras hip6tesis que participantes en el mercado considerarian al valorar Ia propiedad
en las condiciones actuates del mercado.
Los gastos posteriores se capitalizan al valor en Iibras del activo solo cuando es probable que los
beneficios econ6micos futuros asociadas con el gasto fluyan al Grupe y el coste del elemento puede ser
valorado de manera fiable. El resto de gastos de reparaciones y mantenimiento se registran en Ia cuenta
14
de resultados cuando se incurren. Cuando se sustituye parte de una inversi6n inmobiliaria, el valor en
libros de Ia parte reemplazada es dado de baja.
Si Ia valoracion obtenida para una propiedad mantenida en arrendamiento es neto de todos los pagos que se
espera que sea heche, cualquier pasivo registrado par separado en el balance al respecto de arrendamiento
se anade de nuevo a llegar al valor en libros de Ia inversion inmobiliaria para los fines contables.
los cambios en el valor razonable se reconocen en Ia cuenta de resultados. las inversiones

inmobiliarias son dadas de baja cuando se han dispuesto.
Cuando el Grupo dispone de una propiedad a su valor razonable en una transacci6n en condiciones de
independencia mutua, el valor de libros inmediatamente antes de Ia venta se ajusta al precio de Ia
transacci6n, y el ajuste es registrado en Ia cuenta de resultados dentro de Ia ganancia neta del ajuste
del valor razonable de las inversiones inmobiliarias.
Si una inversi6n inmobiliaria se convierte en prapiedad ocupada por sus propietarios, esta se reclasifica
como inmovilizado material. Su valor razonable a Ia fecha de reclasificaci6n se convierte en su coste
para los efectos contables posteriores.
Si un elemento de prapiedades ocupadas por sus propietarios se convierte en una inversi6n inmobiliaria,
ya que su uso ha cambiado, Ia diferencia resultante entre el valor contable y el valor razonable de este
elemento en Ia fecha de transferencia es tratada de Ia misma fonna que una revaluaci6n segun Ia NIC
16. Cualquier incremento resultante en el valor de Iibras de Ia prapiedad se reconoce en Ia cuenta de
resultados en Ia medida que reverte una perdida por deteriora anterior, con cualquier incremento que
queda reconocido en otra resultado global y aumento directamente al patrimonio en Ia reserva por
revaluaci6n. Cualquier disminuci6n resultante en el valor de Iibras de Ia prapiedad se reconoce
inicialmente en otro resultado global contra cualquier reserva de revalorizaci6n reconocida previamente,
con disminuci6n restante reconocido en Ia cuenta de resultados.
Cuando una inversion inmobiliaria se somete a un cambia de su uso, evidenciado por el inicio del
desarrollo con vistas a Ia venta, Ia prapiedad se transfiere a las existencias. El coste atribuido de
propiedad para su posterior contabilizaci6n como existencias es su valor razonable a Ia fecha del cambia
de su uso.
b. Exlstencias
El Grupo considers que sus existencias no cumplen los requisites en Ia NIC 40 para su consideraci6n
como inversiones inmobiliarias. Consecuentemente, se consideran existencias los terrenos y demas
propiedades que se mantienen para su venta o para su integraci6n en una promocion inmobiliaria.
los terrenos y solares se valoran a su precio de adquisici6n, incrementado por los costes de las obras de
urbanizaci6n, si los hubiere, los gastos relacionados con Ia compra (lmpuesto de Transmisiones
Patrimoniales, gastos de registra, etc.) y los gastos financieros incurridos en el periodo de ejecuci6n de las
obras de urbanizaci6n, o a su valor estimado de mercado (considerado como el valor recuperable), el
menor.
Se consideran como obras en curse los castes incurridos en las pramociones inmobiliarias, o parte de las
mismas, cuya construcci6n no se ha finalizado a Ia fecha de cierre del ejercicio. En estes costes se
incluyen los correspondientes al solar, urbanizacion y construccion, Ia activaci6n de los gastos financieros
incurridos durante el periodo de construcci6n, asi como otros costes directos e indirectos imputables a
los mismos. los gastos comerciales se cargan en el estado de resultados consolidado del periodo en que
se incurren.
15
Las sociedades del Grupo siguen el criterio de transferir los costes acumulados de "Obra en curso de
construcci6n" a "lnmuebles terminados" correspondientes a aquellas promociones, o parte de las
mismas, para las que Ia construcci6n este terminada.
El coste de las obras en curso y terminadas se reduce a su valor de mercado dotando, en su caso, Ia
provisi6n por depreciaci6n correspondiente. En cambio, si el valor razonable es superior al valor neto
del coste, se mantiene el valor del coste.
El valor de mercado de las existencias del Grupo al31 de diciembre de 2016, es calculado en funci6n
de las valoraciones realizadas por el experto independiente no vinculado al Grupo, Knight Frank Espana.
Dicho valorador independiente calcula principalmente el valor de mercado por el metodo residual dinamico
y sus valoraciones se realizan de acuerdo con los Estandares de Valoraci6n y Tasaci6n publicados porIa
Royal Institute of Chartered Surveyors (RICS) de Gran Bretafia, y de acuerdo con los Estandares
lntemacionales de Valoraci6n (IVS) publicados por el Comite lntemacional de Esttmdares de Valoraci6n
(IVSC).
Para el calculo de dicho valor razonable, el metodo principal utilizado es el metodo residual dinamico. Este
metodo consiste en estimar el valor del producto final apoyandose en el metodo de comparaci6n o de
descuento de flujo de caja, y de este valor se restan los costes de desanollos que incluyen el coste de
urbanizaci6n, de construcci6n, honorarios, tasas, etc., asi como el beneficio de promotor para estimar el
valor residual. Los ingresos y costes se distribuyen en el tiempo segun los periodos de desanollos y de
ventas estimados por el valorador. Se utiliza como tipo de actualizaci6n aquel que represente Ia
rentabilidad media anual del proyecto, sin tener en cuenta financiaci6n ajena, que obtendria un promotor
medic en una promoci6n de las caracteristicas de Ia analizada. Este tipo de actualizaci6n se calcula
sumando al tipo libre de riesgo, Ia prima de riesgo (determinada mediante Ia evaluaci6n del riesgo de Ia
promoci6n teniendo en cuenta el tipo de activo inmobiliario a construir, su ubicaci6n, liquidez, plazo de
ejecuci6n, asi como el volumen de Ia inversion necesaria). Cuando en Ia determinaci6n de los flujos de
caja se tiene en cuenta Ia financiaci6n ajena, Ia prima de riesgo antes mencionada se incrementa en
funci6n del porcentaje de dicha financiaci6n (grado de apalancamiento) atribuida al proyecto y de los tipos
de interes habituates del mercado hipotecario.
Los valores clave, por tanto, son los ingresos netos, Ia aproximaci6n al valor residual, Ia tasa intema de
rentabilidad y el tiempo.
c. lnstrumentos financieros
- Activos financieros
Prestamos v partidas a cobrar
Los prestamos y partidas a cobrar son activos financieros no derivados con cobros fijos o determinables
que no cotizan en un mercado activo y se incluyen en activos corrientes, excepto para vencimientos
superiores a 12 meses desde Ia fecha del balance, que se clasifican como activos no corrientes. Los
prestamos y partidas a cobrar se incluyen en "Deudores comerciales y otras cuentas a cobrar" en el
balance.
Estos activos financieros se valoran inicialmente por su valor razonable, incluidos los costes de
transacci6n que les sean directamente imputables, y posteriormente a coste amortizado reconociendo
los intereses devengados en funci6n de su tipo de interes efectivo, entendido como el tipo de
actualizaci6n que iguala el valor en libros del instrumento con Ia totalidad de sus flujos de efectivo
estimados hasta su vencimiento. No obstante lo anterior, los creditos por operaciones comerciales con
vencimiento no superior a un afio se valoran, tanto en el momento de reconocimiento inicial como
posteriormente, por su valor nominal siempre que el efecto de no actualizar los flujos no sea significative.
16
AI menos al cierre del ejercicio, se efectuan las correcciones valorativas necesarias por deterioro de
valor si existe evidencia objetiva de que nose cobraran todos los importes que se adeudan.
El importe de Ia perdida por deterioro del valor es Ia diferencia entre el valor en libros del activo y el valor
actual de los flujos de efectivo futuros estimados, descontados al tipo de interes efectivo en el momento
de reconocimiento inicial. Las correcciones de valor, asi como en su caso su reversion, se reconocen
en Ia cuenta de resultados.
Efectivo y eguivalentes al efectivo
El efectivo y equivalentes al efectivo incluyen el efectivo en caja, los dep6sitos a Ia vista en entidades
de credito, otras inversiones a corto plazo de gran liquidez con un vendmiento original de tres meses o
menos, y los descubiertos bancarios.
- Pasivos financieros
Debitos v partidas a pagar
Esta categoria incluye debitos por operaciones comerciales y debitos por operaciones no comerciales.
Estos recursos ajenos se clasifican como pasivos corrientes, a menos que Ia Sociedad tenga un derecho
incondicional a diferir su liquidaci6n durante al menos 12 meses despues de Ia fecha del balance.
Estas deudas se reconocen inicialmente a su valor razonable ajustado por los costes de transacci6n
directamente imputables, registrandose posteriormente por su coste amortizado segun el metodo del
tipo de interes efectivo. Dicho interes efectivo es el tipo de actualizaci6n que iguala el valor en libros del
instrumento con Ia corriente esperada de pagos futuros previstos hasta el vencimiento del pasivo.
No obstante lo anterior, los debitos por operaciones comerciales con vendmiento no superior a un aiio
y que no tienen un tipo de interes contractual se valoran, tanto en el memento inidal como
posteriormente, por su valor nominal cuando el efecto de no actualizar los flujos de efectivo no sea
sig nificativo.
Deuda financiers
Las deudas financieras se reconocen inicialmente per su valor razonable menos los costes de Ia
transacci6n en los que se haya incurrido. Posteriormente, las deudas financieras se valoran por su coste
amortizado; cualquier diferencia entre los fondos obtenidos (netos de los costes necesarios para su
obtenci6n) y el valor de reembolso se reconoce en Ia cuenta de resultados durante Ia vida de Ia deuda
de acuerdo con el metodo
d. Provlsiones
Las cuentas anuales consolidadas del Grupo recogen todas las provisiones significativas con respecto
a las cuales se estima que Ia probabilidad de que se tenga que atender Ia obligaci6n es mayor que de
lo contrario. Los pasivos contingentes no se reconocen en las cuentas anuales consolidadas, sino que
se informa sobre los mismos, conforme a los requerimientos de Ia NIC 37.
Las provisiones (que se ctJantifican teniendo en consideraci6n Ia mejor informaci6n disponible sobre las
consecuencias del suceso en el que traen su causa y son reestimadas con ocasi6n de cada cierre
contable) se utilizan para afrontar las obligaciones especificas para las cuales fueron originalmente
reconocidas, procediendose a su reversi6n, total o parcial, cuando dichas obligaciones dejan de existir
o disminuyen.
17
Procedimientos judicia/es vlo reclamaciones en curso
AI cierre del ejercicio 2016 se encontraban en curse distintos procedimientos judiciales y reclamaciones
entablados contra las entidades consolidadas con origen en el desarrollo habitual de sus actividades.
Tanto los asesores legales del Grupe como sus Administradores entienden que las provisiones
constituidas son suficientes y que Ia conclusion de estes procedimientos y reclamaciones no producira
un efecto adicional significative en las cuentas anuales consolidadas de los ejercicios en los que
finalicen.
Provisiones por garantfa

Las provisiones para castes de garantias, especialmente los gastos de postventa, otros castes y Ia
garantia decenal establecida en Ia regulacion espafiola para empresas inmobiliarias, se reconocen en
Ia fecha de Ia venta de los productos pertinentes, segun Ia mejor estimacion del gasto necesario para
liquidar el posible pasivo del Grupe.
e. lmpuesto sobre las ganancias
Regimen General
El gasto por el impuesto sabre las ganancias se reconoce en Ia cuenta de perdidas y ganancias
consolidada, excepto cuando sea consecuencia de una transaccion cuyos resultados se registran
directamente en el patrimonio neto, en cuyo supuesto el impuesto sabre beneficios tambi~n se registra
en el patrimonio neto.
El gasto por impuesto sabre las ganancias del ejercicio se calcula sabre Ia base imponible del ejercicio.
La base imponible difiere del resultado neto presentado en Ia cuenta de resultados porque excluye
partidas de ingresos o gastos que son gravables o deducibles en otros ejercicios y excluye ademas
partidas que nunca lo son. El pasivo del Grupe en concepto de impuestos corrientes se calcula utilizando
tipos fiscales que han side aprobados o practicamente aprobados en Ia fecha del balance de situaci6n
consolidado.
Los actives y pasivos por impuestos diferidos son aquellos impuestos que se prev~n recuperables o
pagaderos calculados sabre las diferencias entre los importes en libros de los actives y pasivos en los
estados financieros y las bases imponibles correspondientes utilizadas en el calculo de Ia ganancia fiscal,
y se contabilizan utilizando el m~todo del pasivo en el balance de situaci6n consolidado y se cuantifican
aplicando a Ia diferencia temporal o credito que corresponda el tipo de gravamen al que se espera
recuperar1os o liquidar1os.
Se reconoce un activo o pasivo por impuestos diferidos para las diferencias temporales derivadas de
inversiones en sociedades dependientes y empresas asociadas, y de participaciones en negocios
conjuntos, salvo cuando el Grupe puede controlar Ia reversion de las diferencias temporales y es
probable que ~stas no sean revertidas en un futuro previsible.
No obstante lo anterior:
i. Los actives por impuestos diferidos solamente se reconocen en el case de que se considere probable
que las entidades consolidadas vayan a tener en el futuro suficientes ganancias fiscales contra las
que poder hacer1os efectivos.
ii. En ningun case se registran impuestos diferidos con origen en los fondos de comercio aflorados en
una adquisici6n.
18
Con ocasi6n de cada cierre contable, se revisan los impuestos diferidos registrados (tanto actives como
pasivos) con objeto de comprobar que se mantlenen vigentes, efectuandose las oportunas correcclones
a los mismos de acuerdo con los resultados de los am31isis realizados.
La Junta General de Accionistas de Ia Sociedad Dominante aprob6 acogerse en el ejercicio 2016 al

regimen de consolidaci6n fiscal regulado en el Capitulo VII, del Titulo VII, del Real Decreta Legislative
412004, de 5 de marzo, de conformidad con lo establecido en el articulo 70 del Texto Refundido de Ia
Ley del lmpuesto sobre Sociedades, para el periodo impositivo que se inici6 el 1 de enero de 2016 y
para los sucesivos perfodos impositivos, en tanto reuna, junto con sus sociedades dependientes, los
requisites que para ello se prev~n en Ia Ley para acogerse.
El grupo de consolidaci6n fiscal esta formado por Ia sociedad matriz y todas las sociedades
dependientes, an6nimas o limiladas, residentes en tenitorio espaliol yen las que Ia matriz tenga una
participaci6n, directa o indirecta de al menos el 75% del capital (v~ase Anexo I)
f. lngresos y gastos
Los ingresos y gastos se imputan en funci6n del devengo.
Concretamente, los ingresos se calculan al valor razonable de Ia contraprestaci6n cobrada o a cobrar y

representan los importes a cobrar por los blenes entregados y los servicios prestados en el marco
ordinaria de Ia actividad, menos descuentos, IVA y otros impuestos relacionados con las ventas.
Los ingresos por alquileres se registran en funci6n de su devengo, distribuy~ndose linealmente los
beneficios en concepto de incentives y los costes iniciales de los contratos de anendamiento.
Por lo que se refiere a las ventas de promoclones inmobiliarias, las sociedades del Grupo siguen el
criteria de reconocer las ventas y el coste de las mismas cuando se han entregado los inmuebles y Ia
propiedad de estes ha sido transferida.
El Grupe sigue el criteria de reconocer las ventas de suelo cuando se transmiten los rlesgos y beneficios
del mismo, que habitualmente resulta en Ia fecha en Ia que se escritura Ia compraventa.
Los ingresos por intereses se devengan siguiendo un aiterio temporal, en funci6n del principal pendiente
de cobro y el tipo de interes efedivo aplicable, que es el tipo que descuenta exactamente los futures recibos
en efectivo estimados a lo largo de Ia vida prevlsta del activo financiero del importe en libros neto de dicho
activo.
Los ingresos por dividendos procedentes de lnversiones se reconocen cuando los derechos de los
accionistas a recibir el pago han sido establecidos.
g. Costes por intereses
Los castes por inlereses directamente imputables a Ia adquisici6n , construcciOn o producciOn de

promociones inmobiliarias o inversiones inmoblllarias se aliaden al coste de dichos actives, hasta el
momenta en que los actives est~n sustancialmente preparados para su usa o venta previstos. Los
lngresos procedentes de inversiones obtenldos en Ia inversion temporal de pr~stamos especificos que
aun no se han invertido en adivos cualificados se deducen de los costes por intereses aptos para Ia
capitalizaciOn.
Los de mas castes por intereses se reconocen en Ia cuenta de perdidas y ganancias con soil dada en e1
periodo en que se incurren
19
h. Capital Social
El capital social esta representado por acciones ordinarias.

Los costes de emisi6n de nuevas acciones u opciones se presentan directamente contra el patrimonio
neto, como menores reservas.
i. Consolidacion
Dependientes
Dependientes son todas las entidades (incluidas las entidades estructuradas) sobre las que el Grupo
tiene control. El Grupo controls una entidad cuando esta expuesto, o tiene derecho, a obtener unos
rendimientos variables por su implicaci6n en Ia participada y tiene Ia capacidad de utilizar su poder sobre
ella para influir sobre esos rendimientos. las dependientes se consolidan a partir de Ia fecha en que se
transfiere el control al Grupo, y se excluyen de Ia consolidaciOn en Ia fecha en que cesa el mismo.
Para contabilizar las combinaciones de negocios el Grupo aplica el m6todo de adquisici6n. La

contraprestaciOn transferida porIa adquisici6n de una dependiente se corresponde con el valor razonable
de los activos transferidos, los pasivos incurridos con los anteriores propietarios de Ia adquirida y las
participaciones en el patrimonio emitidas por el Grupo. La contraprestaciOn transferida incluye el valor
razonable de cualquier activo o pasivo que proceda de un acuerdo de contraprestaci6n contingente. Los
activos identificables adquiridos y los pasivos y pasivos contingentes asumidos en una combinaci6n de
negocios se valoran inicialmente a su valor razonable en Ia fecha de adquisici6n. Para cada combinaci6n
de negocios, el Grupo puede optar por reconocer cualquier participaci6n no dominante en Ia adquirida
por el valor razonable o por Ia parte proporcional de Ia participaci6n no dominante de los importes
reconocidos de los activos netos identificables de Ia adquirida.
Los costes relacionados con Ia adquisici6n se reconocen como gastos en el ejercicio en que se incurre
en ellos.
Si Ia combinaci6n de negocios se realiza por etapas, el importe en libros en Ia fecha de adquisici6n de

Ia participaci6n en el patrimonio neto de Ia adquirida anteriormente mantenido por Ia adquirente se
vuelve a valorar al valor razonable en Ia fecha de adquisici6n; cualquier perdida o ganancia que su~a
de esta nueva valoraci6n se reconoce en el resultado del ejercicio.
Cualquier contraprestaci6n contingente a transferir por el Grupo se reconoce a su valor razonable en Ia

fecha de adquisici6n. los cambios posteriores en el valor razonable de Ia contraprestaci6n contingente
que se considere un activo o un pasivo se reconocen de acuerdo con Ia NIC 39 en resultados o como
un cambio en otro resultado global. La contraprestaci6n contingente que se clasifique como patrimonio
neto no se valora de nuevo y su liquidaci6n posterior se contabiliza dentro del patrimonio neto.
Se eliminan las transacciones inter-compaflfa, los saldos y las ganancias no realizadas en transacciones
entre entidades del Grupo. Las perdidas no realizadas tambiem se eliminan. Cuando ha sido necesario se
han ajustado los importes presentados por las dependientes para adecuar1os a las politicas contables del
Grupo.
Gambios en las participaciones en Ia propiedad en dependientes sin cambio de control
Las transacciones con participaciones no dominantes que no resulten en perdida de control se contabilizan
como transacciones de patrimonio - es decir, como transacciones con los propietarios en su calidad de
20
tales. La diferencia entre el valor razonable de Ia contraprestaci6n pagada y Ia correspondiente proporci6n
adqulrlda del importe en libros de los actlvos netos de Ia dependiente se registra en el patrimonio neto. Las
ganancias o perdidas par enajenaci6n de partlcipaciones no dominantes tambilm se reconocen en el
patrimonio neto.
Enajenaciones de dependientes
Cuando el Grupo deja de tener control, cualquier participaci6n retenida en Ia entidad se vuelve a valorar
a su valor razonable en Ia fecha en que se pierde el control, reconocilmdose el cambio en el importe en
libros en resultados. El valor razonable es el importe en libros inicial a efectos de Ia contabilizaci6n
posterior de Ia participaci6n retenida como una asociada, negocio conjunto o activo financiero. Ademills
de ello, cualquier importe previamente reconocido en el otro resultado global en relaciOn coo dicha entidad
se oontabiliza como si el Grupo hubiera vendido directamente los actives o pasivos relacionados. Esto
podrla significar que los importes previamente reconocidos en el otro resultado global se reclasifiquen a
Ia cuenta de resultados.
Asociadas
Asociadas son todas las entidades sabre las que el Grupo ejerce influencia significativa pero no tiene
control que, generalmente, viene acompanado par una participaciOn de entre un 20% y un 50% de los
derechos de voto. Las inversiones en asociadas se contabilizan por el metodo de participaciOn. Baja el
m~todo de Ia participaciOn, Ia inversiOn se reconoce inicialmente a coste, y el importe en libros se
incrementa o disminuye para reconocer Ia partlcipaci6n del inversor en los resultados de Ia lnvertida
despu~s de Ia fecha de adquisici6n. La inversi6n del Grupe en asociadas incluye el fondo de comercio
identificado en Ia adquisici6n.
Si Ia participaci6n en Ia propiedad en una asociada se reduce pero se mantiene Ia influencia significativa,

sOlo Ia participaci6n proporcional de los importes previamente reconocidos en el otro resultado global
se reclasifica a resultados cuando es aproplado.
La participaci6n del Grupo en las p~rdidas o ganancias posteriores a Ia adquisici6n de sus asociadas se
reconoce en Ia cuenta de resultados, y su participaciOn en los movimientos posteriores a Ia adquisiciOn
en el otro resultado global se reconoce en el otm resultado global con el correspondiente ajuste al
importe en Iibras de Ia inversi6n. Cuando Ia participaci6n del Grupo en las p~rdidas de una asociada es
igual o superior a su participaci6n en Ia misma, incluida cualquier otra cuenta a cobrar no asegurada, el
Grupo no reconoce p~rdidas adicionales, a menos que hubiera incurrido en obligaciones legales o
implicitas o realizado pagos en nombre de Ia asociada.
En cada fecha de presentaci6n de informaciOn flnanciera, el Grupo determina si existe alguna evidencia
objetiva de que se haya deteriorado el valor de Ia inversion en Ia asociada. Si este fuese el caso, el
Grupe calcula el importe de Ia p~rdida por deterioro del valor como Ia diferencia entre el importe
recuperable de Ia asociada y su importe en libros y reconoce el importe adyacente a "Ia participaciOn
del beneficia I (perdida) de una asociada" en Ia cuenta de resultados.
Las perdidas y ganancias procedentes de las transacciones ascendentes y descendentes entre el Grupo
y sus asociadas se reconocen en los estados financieros del Grupo 801o en Ia medida que correspondan
a las participaciones de otros inversores en las asociadas no relacionados con et inversor. Las perdidas
no realizadas se eliminan a menos que Ia transacci6n proporcione evidencia de perdida por deterioro
del valor del activo transferido. Las politicas contables de las asociadas se han modificado cuando ha
resultado necesario para asegurar Ia uniformidad con las politicas adoptadas por el Grupo.
Las p~rdidas y ganancias de diluciOn surgidas en inversiones en asociadas se reconocen en Ia cuenta

de resultados.
j. Transacciones con partes vlnculadas
21
'1
Las transacciones con partes vinculadas se contabilizan de acuerdo con las normas de valoraci6n
detalladas anteriormente.
Los precios de las operaciones realizadas con partes vinculadas se encuentran adecuadamente
soportados y documentados, por lo que los Administradores de Ia Sociedad Dominante consideran que
no existen riesgos que pudieran originar pasivos fiscales significativos.
3. EXPOSICI6N AL RIESGO
El Grupo gestiona su capital para asegurar que las compafiias del Grupo seran capaces de continuar como
negocios rentables a Ia vez que maximiza el retorno de los accionistas a traves del equilibria 6ptimo de Ia deuda
y fondos propios.
La estrategia del conjunto del Grupo ha estado marcada durante el ejercicio 2016 porIa prudencia, centrando
Ia gesti6n en Ia generaci6n de caja via mantenimiento del negocio recurrente.
La estructura de capital del Grupo incluye deuda, caja y actives liquidos y fondos propios, que incluye capital,
reservas y resultados no distribuidos.
El Area Financiera, responsable de Ia gesti6n de nesgos financieros, revisa Ia estruclura de capital, asi como el ratio
de Deuda neta sobre valor razonable de los actives (Gross Asset Value- GAV).
El Grupo distingue dos tipos de riesgos financieros principales:
• Riesgo de liguidez: se refiere al riesgo de Ia eventual incapacidad del Grupo para hacerfrente a los pages ya
comprometidos, y/o los compromises derivados de nuevas inversiones.
• Riesao de mercado:
1. Riesgos de tipos de interes: se refiere al impacto que puede registrar Ia cuenta de resultados en su epigrafe de
gastos financieros como consecuencia de un alza de los tipos de interes.
2. Riesgo de credito: se refiere al impacto que puede tener en Ia cuenta de perdidas y ganancias el fallido de las
cuentas por cobrar.
3. Riesgo de tipo de cambia: se refiere al impacto que puede tener en Ia cuenta de perdidas y ganancias las
variaciones en el tipo de cambia.
A continuaci6n, mencionamos los sistemas de control establecidos para mitigar estos riesgos:
Riesgo de liquidez
El Grupe determine las necesidades de tesoreria utilizando dos herramientas basicas:
1. Presupuesto de tesoreria con horizonte de 12 meses con detalle mensual y actualizaci6n tambien mensual,
elaborado a partir de los presupuestos de tesorerla de cada Area.
2. Presupuesto de tesoreria con horizonte 30 dlas con detalle diario y actualizaci6n diana, elaborado a partir de
los compromises de pago incorporados al Sistema de lnformaci6n Financiera.
Con estas herramientas se identifican las necesidades de tesoreria en importe y tiempo, y se planifican las
nuevas necesidades de financiaci6n.
22
El Grupo mantiene una politics de liquidez consistente en Ia contrataci6n de facilidades credit.icias comprometidas
e inversiones financieras temporales por importe suficiente para soportar las necesidades previstas por un periodo
que este en funci6n de Ia situaci6n y expectativas de los mercados de deuda y de capitales.
La posicion disponible de tesoreria del Grupo al 31 de diciembre de 2016 asciende a 27.813 (12.197 miles de
euros en 2015} miles de euros (Nota 9}.
El Grupo no dispone de Hneas de credito comprometidas y no dispuestas al31 de diciembre de 2016.
La revisi6n del presupuesto de tesoreria correspo ndiente al horizonte de 12 meses y los am!Jiisis de sensibilidad
realizados por el Grupo permiten conctuir que durante el primer semestre del ejercldo 2016, Ia Sociedad
Dominante serci capaz de financiar razonablemente sus operaciones, aun en el caso de que las condiciones
del mercado inmobiliario y de financiaci6n se endurezcan.
Rlesgo de mercado
Rlesgo de tipo de interes
las variaciones de los tipos de interes modifican el valor razonable de aquellos activos y pasivos que devengan
un tipo de interes fijo asi como los flujos futures de los actives y pasivos referenciados a un tipo de interes
variable. El riesgo producido por Ia variacl6n del tipo de interes se gestiona mediante le contrataci6n de
instrumentos derivados que tienen Ia funci6n de cubrir al Grupo de dichos riesgos.
Riesgo de credito
En relaci6n con los saldos de clientes y otras cuentas a cobrar, una alta proporci6n de los mismos estan
referidos a operaciones con entidades p(Jblicas nacionales, con lo cual el Grupo considers que el riesgo de
crMito se encuentra muy acotado.
R/esgo de tlpo de cambia
Al31 de diciembre de 2016, el Grupo no tiene exposici6n por riesgo de tipo de camblo.
4. INVERSIONES INMOBILIARIAS
El detalle y movimiento de las partidas incluidas en inversiones inmobiliarias es el siguiente:
Miles de euros
lnverslones lnmoblllarias
Saldo lnlcial a 1 de enero de 2015 215.532
Adiciones 732
Gananciasi(Perdidas) neta de ajustes al valor razonable 9.008
Saldo a 31 de diciembre de 2015 224.540
Traspaso a existencias -123.396
Adiciones 101
Gananciasi(P~rdidas) neta de ajustes al valor razonable 8.355
Saldo a 31 de dlclembre de 2018 109.800
23
v;
Actualmente las inversiones inmobiliarias Ia constituyen diferentes suelos destinados a Ia promoci6n para su
posterior arrendamiento
Los traspasos del ejercicio se corresponden con reclasificaciones a existencias de suelos cuya finalidad es Ia
promoci6n y posterior venta.
a) lngreses y gastos procedentes de inversiones inmobiliarias
A 31 de diciembre de 2016, el terreno nose encuentra en explotaci6n, por lo que no existen rentas procedentes
de inversiones inmobiliarias.
b) Bienes bajo arrendamiento operative
A 31 de diciembre de 2016, el terreno no se encuentra en explotaci6n, por lo que no existen cobros futuros
comprometidos a dicha fecha.
c) Cargas y Garantias
El Grupe no mantiene usufructos, embargos o situaciones analogas respecto a las inversiones inmobiliarias.
d) Obligaciones
El Grupe no tiene al cierre del ejercicio obligaciones contractuales para Ia adquisici6n, construcci6n o desarrollo
de inversiones inmobiliarias, o para reparaciones, mantenimiento o seguros
e} Valoraci6n y sensibilidad Antllisis de sensibilidad
El Grupe ha realizado valoraciones de sus activos a 31 de diciembre de 2016 y 2015. Por lo tanto, el valor de
mercade al que se registran las inversiones inmobiliarias del grupo a dichas fechas esta calculado en funci6n
de las valoraciones realizadas por Knight Frank Espana, S.A., valorador independiente no vinculado al Grupo.
El valor de mercado de las inversiones inmobiliarias del Grupo asciende a 109.600 y 224.540 miles de euros,
respectivame nte.
El efecto de Ia variaci6n de 25 puntos bllsicos en Ia tasa de descuento utilizada para el calculo de Ia valoraci6n
del suelo haria alcanzar un valor de 116.000 miles de euros, lo que supondrla un incremento de valor de 6.400
miles de euros en el valor de mercado del activo.
5. PARTICIPACIONES EN OTRAS SOCIEDADES
a} Deoendientes materiales
Las principales dependientes del grupo a 31 de diciembre de 2016 se indican en el anexo I. Salvo que se indique
lo contrarie, su capital social consiste solo en acciones ordinarias que son mantenidas directamente por el grupo,
y el porcentaje de participaci6n en Ia propiedad iguala los derechos de voto mantenidos por el grupo. El pais de
constituci6n es tambien su principal centro de actividad.
b) Participaciones en asociadas y negocios conjuntos
En el anexo II se recoge informaci6n financiers resumida para cada asociada que tenga participaciones no
dominantes que sean materiales para el grupo. Los importes presentados para cada asociada son antes de
eliminacienes inter-compaliias.
El movimiento bruto que ha tenido Iugar en durante el ejercicio 2016 y 2015 en este epigrafe del balance de
situaci6n consolidado adjunto ha sido el siguiente:
24
Miles de euros
2016 2015
Saldo inlclal 319 710
Participaci6n en resultados del ejercicio (211) (455)
Deterioro inversion en empresas asociadas - (32)
Otros movimientos 9 96
Saldo final 117 319
El detalle por de las participaciones netas en asociadas es el siguiente:
Miles de euros
2016 2015
Urbanizadora Valdepolo I, S.A. - -
Urbanizadora Valdepolo II, S.A. - -
Urbanizadora Valdepolo Ill, S.A. - -
Urbanizadora Valdepolo IV, S.A. . .
L'Esplay Valencia, S.L. 117 319
Asturcontinental de Edificaciones, S.L. - -
Saldo final 117 319
Las participaciones en las sociedades "Urbanlzadora Valdepolo I", "Urbanizadora Valdepolo ltw, wUrbanizadora
Valdepolo Ill~ y ~urbanizadora Valdepolo IV', reoogen unas p~rdidas acumuladas de 8.060 miles de euros cada
una, lo que supone un importe total de 32.240 miles de euros en total.
AI 31 de diciembre de 2016, los Administradores de Ia Sociedad Dominante consideran que el valorrecuperable

de las inversiones en emoresas asociadas no diflere significativamente del valor en libros.
25
6. ACTIVOS Y PASIVOS FINANCIEROS
a} Analisis par cateqorias
El desglose del saldo de este capitulo del balance de situaci6n resumido consolidado adjunto, atendiendo a Ia
naturaleza de las operaciones es el siguiente:
Miles de euros
Activos financieros a largo
plazo
Creditos, derivados y otros
31.12.2016 31.12.2015
Prestamos y partidas a cobrar {Nota 8} 63.530 63.505
Actives financieros disponibles para Ia venta 3 6
63.533 63.511
Miles de euros
Activos financieros a corto
plazo
Creditos, derivados y otros
31.12.2016 31.12.2015
Prestamos y partidas a cobrar (Nota B) 21.514 36.907
21.514 36.907
Total activo& flnancieros 85.047 100.418
Miles de euros
Pasivos financieros a largo
plaza
Derivados y otros
31.12.2016 31.12.2015
Debitos y partidas a pagar (Nota 12} 5.781 5.172
Pasivos flnancleros a corto

plazo
Derivados y otros
31.12.2016 31.12.2015
Debitos y partidas a pagar (Nota 12} 22.671 9.308
Periodificaci6n de ingresos (Nota 13) 8.758 8.758
Total pasivos financieros 37.210 23.238
26
b) Amillisis por vencimientos
Los importes de los instrumentos financieros con un vencimiento determinado o detenninable clasificados por
afio de vencimiento al31 de diciembre de 2016 son los siguientes:
Miles de euros
Activos flnancleros
Anos
2017 2018 2019 2020 2021 posteriores Total
lnve111iones en empresas del

grupo y asociadas:
- Crl!ditos a empresas 10 62.583 62.593
- Otros actives financieros 440 440
lnve111lones financieras
• Cr~ditos a empresas 178 178
~ otros activos financieros 1.038 772 1.810
Deudores comerciales y otras
cuentas a cobrar:
- Clientes por ventas y prestaci6n
13.224 13.224
de servicios
- Deudores varios 6.802 6.802
21.514 62.583 950 85.047
Miles deeuros
Pasivos financieros
Altos
Deudas
- Deudas con entidades de crl!dito 2 350 352
- Otros pasivos financieros 25 151 176
Deudas con empresas asociadas y vinculadas
- Prestamos a empresas 34 276 310
- Otros pasivos financieros
Acreedores comerciales y otras cuentas a
pagar:
- Proveedores 16.147 2.746 18.893
-Personal 176 176
- Anti<;ipos de dientes 6.290 2.255 8.545
22.674 5.780 28.452
c) Analisis de antigOedad
El analisis de antigOedad de los clientes per ventas y prestaci6n de servicios es el siguiente:
27
~
2016 2015
Hasta 3 meses
Entre 3 y 6 meses
Mas de 6 meses 16.793 16.238
16.793 16.238
El movimiento de Ia provisi6n de insolvencias en el ejercicio ha sido el siguiente:
2016 2015
Saldo inicial (15.354) (11. 785)
Dotaci6n (6) {3.570)
Reversion 5 1
Saldo final (15.355) (15.354)
7. EXISTENCIAS
La composici6n de este epigrafe al31 de diciembre de 2016 y 2015 es Ia siguiente:
Miles de Euros
2016 2015
Solares y terrenos 795.152 873.076
Obra en curse de construcci6n 66.943 39.417
lnmuebles terminados 11.914 24.127
Anticipos a proveedores 10.835 10.341
Otros 13 -
Perdidas por deterioro (70.675) (242.467)
814.182 704.494
La tipologia de las existencias de inmuebles terminados de las Sociedades del Grupo al31 de diciembre de 2016
y 31 de diciembre de 2015 corresponde, fundamentalmente, a solares y terrenos de uso residencial destinados
a ser domicilio habitual y segunda residencia ·junto con los inmuebles vinculados, en su caso, a dichas
promociones, tales como plazas de garaje y locales comerciales.
Durante los ejercicios 2016 y 2015, el Grupe ha activado intereses financieros en existencias por importe de 103
y 77 miles de euros, respectivamente.
AI 31 de diciembre del2016 y al 31 de diciembre del2015 existen actives incluidos en el epigrafe "Existencias"

por un coste brute total de 4.360 y 23.735 miles de euros, respectivamente, hipotecados en garantia de diversos
prestamos hipotecarios, subrogables o no, vinculados a determinadas promociones y suelos, cuyos saldos al31
de diciembre de 2016 y al31 de diciembre de 2015 ascienden a 0 y 459 miles de euros, respectivamente.
No existen otros actives induidos en el epigrafe de existencias en garantia de prestamos a los indicados
anteriormente (vease Nota 17).
28
Los compromises de venta de promociones contraldos con clientes al31 de diclembre de 2016 y 31 de diciembre
de 2015 asclenden a 24.083 y 18.161 miles de euros, respectivamente, de los cuales 6.289 y 3.123 miles de
euros, respectivamente, se han materializado en cobras y efectos a cobrar registrandose en Ia nibrica "Anticipos
de clientes" del pasivo coniente al31 de diciembre de 2016 y 31 de diciembre de 2015.
La practica totalidad de las preventas estan sujetas a dausulas de indemnizaciOn por demora de entrega al estar
formalizadas en contratos de similares caracteristicas. Las citadas clausulas de indemnizad6n por demora
consisten en su mayoria en intereses legales sabre las cantldades entregadas durante el plaza comprendido entre
Ia fecha prevista de entrega en el contrato y Ia fecha de entrega efectiva. El Grupo no estima ningun lmpacto por
este motive debido principalmente a que Ia fecha de entrega prevista en los contratos considera un margen de
seguridad de un numero determlnado de meses respecto a Ia fecha prevista de entrega. Par este motivo yen
base a Ia experiencia hist6rica de los ultimos anos, el Grupo no ha considerado lmpacto alguno en las cuentas
anuales consolidadas del ejercicio 2016 por este concepto. Asimismo, con caracter general las preventas
incluyen indemnizaciones a favor del Grupo en caso de anulaci6n par parte del cllente, si bien nose registra
importe alguno por este concepto hasta su cobro.
A 31 de dlciembre de 2016 no exlsten compromisos firmes de compra. A 31 de diciembre de 2015 existfan

compromisos firmes de compra de diferentes solares, documentados en contrato privado de compraventa ode
arras, de los cuales 9.333 miles de euros, se han materiallzado en pagos, reglstrandose en Ia rubrica "Anticipos
a proveedores" del epigrafe de existencias del balance de situaci6n consolidado.
El valor de mercado de los terrenos, promociones en curso e inmuebles terminados del Grupo al 31 de diciembre
de 2016, sin tener en cuenta las sociedades participadas, calculado en funcion de las tasaciones realiladas per
Knight Frank, realizada de acuerdo con los Estandares de ValomciOn y Tasaci6n publicados porIa Royal Institution
of Chatered Surveyors (RICS) de Gran Bretafia, y de acuertlo con los Estmdares lnternacionales de valoraci6n
(IVS) publlcados par el Comit~ lntemacional de Estttndares de Valoraci6n (IVSC) asciende a 1.000.021 miles de
euros {980.732 miles de euros en diciembre de 2015).
En general, el valor de mercado de los activos en exlstencias del grupo al 31 de diciembre de 2016 presenta
plusvalias, si bien, algunos activos, principalmente suelos en desarrollo presentan minusvalias en su valoraci6n en
relaci6n con su coste de adquisicion. En este sentido y como consecuencia de lo anterior, el Grupo ha registrado
pmvisiones por deteriom netas de 19.467 miles de euros durante el ejercicio 2016 (16.023 miles de euros en el
ejercicio terminado a 31 de dlciembre de 2015) que se encuentra registrado dentro del epigrafe "Variaci6n de las
provisiones de trafico" de Ia cuenta de perdidas y ganancias consolidada adjunta.
En cualquier caso, Ia situaci6n del mercado residencial en el ejercicio 2017 podrla ocasionar diferencias entre el
valor de mercado de las existencias del Grupo y el valor de realizaci6n efectivo de las mismas que se trataran
de forma prospective.
a) Provision por deterioro
El movimiento de Ia provisi6n durante los ejercicios 2016 y 2015 ha sido el siguiente:
29
Terrenos y Edlflcios
Otros Total
sola res construidos
lmporte en libros al inicio del ejercicio {229.460) {8.959) {4.048) {242.467}
Efecto escisi6n 176.722 8.959 185.681
Cargo/(Abono) a resultados:
- provisiones adicionales reconocidas (21.279) {1.066) (22.345)
- importes no usados revertidos 2.877 2.877
Otros movimientos
- Aplicaci6n por ventas 5.579 5.579
lmporte en libros al final del ejercicio (65.561) (1.066) (4.048) (70.675)
8. DEUDORES COMERCIALES Y OTRAS CUENTAS A COBRAR
El epigrafe "Deudores comerciales y otras cuentas por cobrar" incluye los siguientes conceptos:
Miles de Euros
2016 2015
No corriente:
lnversiones en Empresas Asociadas

- Creditos a empresas asociadas 90.000 90.000
- Provisiones por deterioro del valor de crMitos (27.417) {27.417)
lnversiones financieras
- Creditos a empresas 178 175
- Otros actives financieros 769 747
. 63.530 63.505
30
Miles de Euros
2016 2015
Corriante:
lnverslones En Empresas Asociadas y vinculadas

- Cn9ditos a empresas asociadas 10 6
- Otros activos financieros 440
lnverslones financleras
- Otros activos financieros 1.038 1.030
Deudores comerclales y otras cuentas a cobrar:
- Clientes (a) 16.793 16.236
• Provision por deterioro de clientes (3.570) (3.569)
- Cuentas a cobrar partes vinculadas (b) 22.926
- Oeudores varios 6.603 276
- Otros creditos con las Administraciones Publicas 2.132 126
23.646 36.907
87.176 100.412
a) EJ epigrafe "Ciientes y efectos comerciales a cobrar" incluye a 31 de diciembre de 2016, 22.814 miles de euros
netos asociadas a Ia venta de det.enninadas parcelas denominadas "Palmas Altas". Dicho lmporte ha sido ajustado
por Ia compafila a su valor razonable. Dicha venta se ira cobrando en Ia medida en que se ejecuten las obras de
urbanizaci6n de dichas parcelas. El beneficio asociado a dicha operaciOn se enruentra dfferido (vease Nota 13). A
31 de diciembre de 2016 Ia sociedad se encuentra en negociaciones con el ayuntamiento para desarrollar el
proyecto de urbanizaciOn. En caso de que el proyecto no se llegase a materializar, Ia Socledad Dominante
procederia a registrar de nuevo el activo dando de baja Ia cuenta por cobrar y el resultado pendiente de registro.
b) La variaci6n del epigrafe "Cuentas a cobrar a partes vinculadas" se corresponde con el cobro del derecho de
credito frente a Metrovacesa, S.A. que Ia Sociedad Dominante adquiri6 como consecuencia de Ia escisi6n
(vease Nota 1) derivado del resultado neto positivo de aquellos apuntes contables imputados y reconocidos
entre el dia 20 de agosto de 2015 (fecha de valoraci6n del experto independiente) y el18 de febrero de 2016
(fecha de otorgamiento de Ia escritura de escisi6n) por importe de 22.926 miles de euros. los Administradores
de Ia Sociedad Dominante consideran que el importe en Iibras de las cuentas de deudores comerciales y otras
cuentas a cobrar se aproxima a su valor razonable.
Al31 de diciembre de 2016 y 31 de diciembre de 2015 no existen cesiones a entidades financieras de creditos
frente a clientes.
9. EFECTJVO Y OTROS ACTJVOS L(QUIOOS EQUIVALENTES
El epigrafe "Efectivo y otros activos llquidos equivalentes" incluye Ia tesorerla del Grupo. El importe en Iibras
de estos activos se aproxima a su valor razonable.
31
Miles de euros
2018 2015
Caja 2
Cuentas corrientes 32.462 12.197
32.484 12.197
A 31 de diciembre de 2016 existen restricciones de disponibilidad por importe de 4.649 miles de euros (a 31 de
diciembre de 2015 no existian restricciones de disponibilidad).
10. CAPITAL Y RESERVAS
Tal y como se dispone en Ia nota 1, Ia Sociedad dominante del Grupo Metrovacesa Suelo y Promoci6n surge
tras Ia decisi6n de los accionistas de Metrovacesa, S.A. de restructurar el Grupo y su negocio, acordando Ia
escisi6n parcial de Ia sociedad Metrovacesa, S.A.. en virtud del cual se crearon otros dos nuevos grupos,
reteniendo Metrovacesa S.A. Ia actividad de arrendamiento y creando una nueva empresa dedicada a Ia
promoci6n inmobiliaria (Metrovacesa Suelo y Promoci6n, S.A.), cuyos inmuebles constituyen una unidad
econ6mica independiente.
Como consecuencia de Ia operaci6n, Ia participaci6n de los socios es Ia misma que mantenia inicialmente. En
el marco de que Ia operaci6n se ha realizado entre sociedades bajo control comun y teniendo en cuenta que
Ia rama escindida, suelo y promoci6n, era considerada como una unidad de generadora de efectivo en
Metrovacesa, S.A., segun las Normas lnternacionales de Informacion Financiers, las cifras que se presenten
deben de ser comparativas, incluyendo los valores que este negocio tenia en las cuentas y estados financieros
de Metrovacesa, S.A.
A efectos comparatives, las cifras del patrimonio neto incluidas en el balance a 31 de diciembre de 2015, serian
las atribuibles al negocio de suelo y promoci6n que hubiera tenido si Ia escisiOn se hubiera realizado con fecha
31 de diciembre de 2015.
a) Capital v prima de emisi6n
Tras Ia aportaci6n no dineraria de los activos netos del negocio suelo y promociOn el capital social de Ia
Sociedad Dominante, Metrovacesa Suelo y Promoci6n, S.A. esta representado por 3.075.278.154 acciones al
portador, de 0,16 euros nominales cada una, total mente suscritas y desembolsadas a 31 de diciembre de 2016.
Estas acciones gozan de iguales derechos politicos y econ6micos.
La prima de emisi6n surge como diferencia entre el capital social de Metrovacesa Suelo y Promoci6n, S.A.
(492.045 miles de € a 31 de diciembre de 2016 y 31 de diciembre de 2015), y el valor atribuido al patrimonio
escindido (1.039.855 miles de€), que asciende 547.811 miles de euros. La variaci6n de Ia prima de emisi6n a
31 de diciembre del2016 (541 .077 miles de euros), y Ia registrada a 31 de diciembre de 2015 (547.811 miles
de euros}, se corresponde con el ajuste registrado para ajustar el valor a Ia fecha real de Ia escisi6n.
La prima de emisi6n se considers de libre disposici6n.
Los accionistas titulares de participaciones signiftcativas en el capital social de Metrovacesa Suelo y Promoci6n,
S.A., tanto directa como indirecta, superiores al 3% del capital social, al 31 de diciembre de 2016, son los
siguientes:
32
Acciones %del
Directas lndirectas Total Capital
Banco Santander, SA 1.614.458.574 546.399.222 2.160.857.796 70,27%

Banco Bilbao Vizcaya Argentaria, SA 488.962.080 142.114.953 631.077.033 20,52%
Banco Popular Espafiol, S.A. 160.045.651 121.032.633 281.078.284 9,14%
Resto de accionistas 2.265.041 0 2.265.041 0,07%
Total 2.285.731.348 809.546.808 3.075.278.154 100%
b) Ganancias acumuladas y otras reservas
Las variaciones mas significativas reflejadas en el estado total de cambios en el patr1monio neto consolidado
correspondiente a los ejercicios 2016 y 2015, al margen de Ia distribuci6n de perdidas de Ia Sociedad
Dominante, son las siguientes:
Reservas en
Reservas en
Resultado del Ganancias sociedades
sociedades
ejercicio acumuladas puestas en
consolidadas
equivalencia
Saldo a 31 de diciembre de 2015 (75.100) 64.143 (10.957) (2.747}
Saldo a 31 de diciembre de 2016 (10.241) (20.534) (30.775) (3.172)
c) Distribuci6n del resultado
Miles de Euros
2016 2015
Base de reparto
Perdidas y ganancias (20.534) 64.143
(20.534) 64.143
Aplicaci6n
Ganancias acumuladas (20.534) 64.143
(20.534) 64.143
11. PROVISIONES
a) Provisiones no corrientes
33
La composici6n del saldo en las cuentas de provisiones no corrientes en el ejercicio 2015 y primer semestre
del ejercicio 2016 es el siguiente:
Miles de Euros
2016 2015
Provision por garantias (•) 13.350 8.100
Litigios y otras provisiones 17.073 17.374
Provisiones para riesgos 30.423 25.474
(*) lmporte correspondiente a provisiones por garantras relativas a determinados recursos de deuda financiera
en sociedades participadas por existir riesgo probable de ejecuci6n de dichos recursos.
El epigrafe "Litigios y otras provisiones" recoge principalmente a los siguientes conceptos:
a) Reclamaciones judiciales por valor de 8.640 miles de euros.
Dichas reclamaciones, aunque en importe pueden ser significativas, son de importes poco relevantes
consideradas individualmente. En este sentido el Grupo provisions los riesgos probables por litigios de
acuerdo con Ia evaluaci6n de los mismos realizada por su area juridica.
b) Cuentas a cobrar con sociedades que se encuentran en concurso de acreedores por importe de 8.433
miles de euros.
Los Administradores de las diversas sociedades del Grupo consideran que las provisiones constituidas son
adecuadas para hacer frente a los riesgos probables que pudiesen surgir de Ia resoluci6n de los litigios en
curso y no esperan que, en caso de materializarse riesgos por importe superior al provisionado, los pasivos
adicionales afectasen de manera significativa a los estados financieros del Grupo.
El movimiento de las provisiones no corrientes durante los ejercicios 2016 y 2015 es el siguiente:
Lltigios y otras
Garantias Total
provisiones
lmporte en libros al inicio del ejercicio 2016 R_100 17.374 25.474

Cargoi(Abono) a resultados:
- provisiones adicionales reconocidas 5.250 2.732 7.982
- importes no usados revertidos (1.805} (1.805)
Movlmlentos sin lmpacto en resultados
- importes usados durante el ejercicio (1.228) (1.228)
lmporte en libros al final del ejercicio 2016 13.350 17.073 30.423
Litigios y otras
Garantias Total
provisiones
lmporte en libros al inicio del ejercicio 2015 19.905 19.905
34
- importes no usados revertidos (2.391) (2.391)
Movlmientos sin impacto en resultados
- importes usados durante el ejercicio (1.575) (1.575)
lmporte en libros al final del ejercicio 2015 8.100 17.374 25.474
b) Provisiones corrientes
La composid6n del saldo en Ia cuenta de provisiones conientes en los ejercicios 2016 y 2015 es Ia siguiente:
Miles de Euros
2016 2015
Provisiones corrientes 12.909 12.813
Este capitulo recoge las provisiones dotadas para hacer frente a los costes de liquidaci6n de obra par los
conlratistas y a los costes de garantias, fundamentalmente, los gastos de postventa, asi como el importe
correspondiente a otros costes de obra pendientes de incurrlr. Se reconocen en Ia fecha de Ia venta de los
productos pertinentes, segun Ia mejor estimacion del gasto realizada par los Administradores de Ia Sociedad
Dominante y por el importe necesario para liquidar el pasivo del Grupo.
El movimiento de las provisiones no corrientes durante los ejercicios 2016 y 2015 es el siguiente:
Terminaci6n
Total
obra l otros
lmporte en libros al inicio del ejerciclo 2016 12.813 12.813
- importes usados durante el ejerciclo 96 96
lmporte en libros al final del ejerciclo 2016 12.909 12.909
Terminaci6n
obra Total
lotros
lmporte en libros al inicio del ejerciclo 2015 13.655 13.655
- importes usados durante el ejercicio (842) (842)
lmporte en libros al final del ejercicio 2015 12.813 12.813
35
12. OTROS PASIVOS CORRIENTES Y NO CORRIENTES
En el epigrafe "Acreedores comerciales y otras cuentas a pagar" se recogen, fundamentalmente, los siguientes
conceptos:
Miles de Euros
2016 2015
No corriente:
Deudas
- Deudas con entidades de credito 352 389
- Otros pasivos financieros 152
- Prestamos a empresas 276 276
- otros pasivos financieros
Acreedores comerciales y otras cuentas a pagar:
- Anticipos de clientes 5.001 4.507
5.781 5.172
Corriente:
Deudas
- Otros pasivos financieros 25 11
- Prestamos a empresas 34 40
• Proveedores (a) 16.148 6.035
·Personal 173
Otras deudas con las Administraciones Publicas 2.208 3
• Anticipos de clientes 6.289 3.123
24.699 9.311
Los Administradores consideran que el importe en libros de los acreedores comerciales se aproxima a su valor
razonable.
a) lnformaci6n sobre periodo medio de pago a proveedores Disposici6n adicional 3•
36
2016
Dias
Periodo medio de pago a proveedores 67
Ratio de operaciones pagadas 74
Ratio de operaciones pendientes de pago 4B
Miles de euros
Total pagos realizados 19.123
Total pagos pendientes 6.694
13. INGRESOS DIFERIDOS
Miles de euros
2016 2015
lngresos diferidos 8.758 8.758

8.758 8.758
El epigrafe recoge el margen obtenido en Ia vents realizada en el ejercicio 2011 de los terrenos de Palmas
Altas (Nota B), ubicados en Sevilla por importe de 8.758 miles de euros en ambos ejercicios. El grupo ha
diferido dicho margen, que ira imputandose a resultados a medida que se vaya cobrando el importe de la
venta segun se vayan ejecutando las obras de urbanizaci6n de dichos suelos.
14. ADMINISTRACIONES PUBLICAS Y SITUACION FISCAL
Los principales saldos deudores y acreedores con las Administraciones Publicas al31 de diclembre de 2016
son los siguientes:
Miles de euros
31 de diciembre de 2016
Actives Fiscales Pasivos Fiscales
No
No Conientes Corrientes Corrientes
Corrientes
Hacienda publica por IVA - 2.358 - 1.839
lmpuestos diferidos de activo 39.189 - -
Hacienda publica acreedora por IRPF . . 123
Organismos de Ia Segurtdad Social .
acreedores
- - 66
lmpuestos diferidos de pasivo - . 987 -
39.189 2.358 987 2.028
37
Actlvos y pasivos por impuestos diferidos
Con ocasi6n de cada cierre contable, se revisan los impuestos diferidos registrados (tanto activos como pasivos)
con objeto de comprobar que se mantienen vigentes, efectufmdose las oportunas correcciones a los mismos de
acuerdo con los resultados de analisis realizados.
2016 2015
Activos por impuestos diferidos 39.189 39.839
Pasivos por impuestos diferidos (987) (987)
38.201 38.852
Los movimientos habidos durante el ejercicio en los activos y pasivos por impuestos diferidos, sin tener en cuenta
Ia compensaci6n de saldos referidos a Ia misma autoridad fiscal, han sido los siguientes:
Perdidas Diferencias
Activos por impuestos dlferldos Total
fiscales Temporarias
AI 1 de enero de 2015 28.049 16.483 44.532

(Cargo) I abono en cuenta de resultados por conceptos no
(4.693) (4.693)
generados en el afio
AI 31 de diciembre de 2015 23.356 16.483 39.839
Perdidas Dlferenclas
Activos ~or im~uestos diferidos flscales Temporarlas Total
Al1 de enero de 2016 23.356 16.483 39.839
(Cargo} I abono en cuenta de resultados por conceptos (650} (650}
generados en el ano
AI 31 de dlclembre de 2016 23.356 15.833 39.189
Las diferencias temporarias corresponden principalmente a Ia activaci6n de los gastos financieros no deducibles
por importe de 7.434 miles de euros y las diferencias generadas por diversas provisiones.
De acuerdo con Ia Ley dellmpuesto sobre Sociedades, Ia compensaci6n se realizara al tiempo de formular Ia
declaraci6n dellmpuesto sobre Sociedades, sin perjuicio de las facultades de comprobaci6n que correspondan
a las autoridades fiscales. A 31 de diciembre de 2016 el Grupo dispone de las siguientes bases imponibles
negativas a compensar contra eventuales beneficios fiscales futuros:
38
Reconocldas No reconocidas
2007 y ants - 1.981
2008 - -
2009 16.232 32.174
2010 57.651 8.984
2011 20.308 34.731
2012 9.837
TOTAL 94.191 87.707
El Grupo Metrovacesa ha elaborado un plan de negocio incluyendo hip6tesis a futuro que penniten concluir que
los cr~ditos fiscales del Grupo se recuperan en un horizonte temporal mas cercano que el limite que expone el
BOICAC 80 en relaci6n at registro de los creditos fiscales.
Los pasivos por impuesto diferido no han tenido movimiento durante el ejercicio 2016.
Gasto par impuesto sabre las gsnancias
Los impuestos devengados sabre los resultados de los periodos intennedios se calculan en funci6n del tipo
impositivo que resultaria aplicable al resultado anual total previsto.
La conciliaci6n del resultado contable antes de impuestos y el gasto por impuesto sabre las ganancias durante
los ejercicios 2016 y 2016 es Ia siguiente:
Miles de euros
2016 2015
Resultado contable antes de impuestos (19.688) 60.956
Diferencias permanentes {3.034) (56.167)
Diferencias temporales 2.600 -
Base imponible (20.122) 4.789
Compensaci6n Bases lmponibles negativas no registradas - {1.314)
Base lmponible ajustada (20.122) 3.475
Cuota - 973
Deducciones - -
Ajuste tipo impositivo - -
Variaci6n de impuestos diferidos (650) -
(Gasto)/lngreso por impuesto de sociedades (850) (973)
La legistaci6n vigente establece que los irnpuestos no pueden considerarse demitivamente liquidados hasta que las
dectaraciones presentadas hayan sido inspeccionadas por las autoridades fiscales, o flaya transcurrido el plazo de
prescripci6n de cuatro anos. AJ 31 de dlciembre 2016, las socledades que fonnan el Grupo tienen pendientes de
inspecci6n por las autoridades fiscales todos los impuestos que les son aplicables desde el1 de enero de 2012.
39
Los Administradores de Ia Sociedad Dominante no esperan que se devenguen pasivos adicionales de
consideraci6n para las mismas como consecuencia de una eventual inspecci6n.
15. INGRESOS Y GASTOS
a) lmporte neto de Ia cifra de neaocios
El detalle del importe neto de Ia cifra de negocios correspondiente a las actividades ordinarias de Ia Sociedad
es el siguiente:
2018 2015
Venta de existencias 12.024 35.755
Prestaci6n de servicios 6.040 283
Otros 2.956
21.020 38.038
Todas las ventas del ejercicio se han producido a territorio nacional.
b) Coste de ventas
2018 2015
Variaci6n de existencias (11.095) (27.182}
Gastos por servicios a refacturar (5.140) (262}
Otros (177)
(18.412) (27.444)
c) Gastos de personal
2018 2015
Sueldos, salarios y asimilados
{2 .725) {2.236}
Cargas sociales:
Seguridad Social a cargo de Ia empresa (493) {442)
Aportaciones y dotaciones para pensiones (62) (57)
Otras cargas sociales (86} {53}
{3.366) (2.788)
40
El numero media de empleados en el curso del ejerciclo dlstribuido por categorias es el siguiente:
2016
Hombres Mujeres Total
Directives 3 6 9
Jefes y tecnicos 7 1 8
Administrativos y comerciales 20 4 24
30 11 41
2015
Dlrectlvos 6 6
Jefes y t~cnicos 1 3 4
32 B 40
16. GARANTIAS COMPROMETIDAS CON TERCEROS Y OTROS PASIVOS CONTINGENTES
AI 31 de diciembre de 2016 y 2015, el Grupo tlene concedidos ante terceros los siguientes avales y garantias:
Miles de Euros
31.12.2016 31 .12.2015
Por cantidades entregadas a cuenta por clientes 3.399 3.816

Par obligaciones pendientes en terrenos y urbanizaciones
7.769 7.630
Total 11.168 11.446
Los Administradores de las socledades del Grupo no esperan que se devenguen pasivos adicionales para las
mismas en relaciOn con los mencionados avales.
El importe de las obligaciones pendientes en terrenos y urbanizaciones incluye garantlas otorgadas por
empresas vinculadas par importe de 3.312 miles de euros a 31 de diciembre de 2016 y 3.169 miles de euros
a 31 de diciembre de 2015.
41
17. COMPROMISOS
a) Compromises por arrendamiento operative (cuando Ia sociedad es arrendataria)
El importe que el Grupe ha incurrido en el ejercicio 2016 en arrendamientos y gastos comunes para inmuebles
y otros equipamientos en relaciOn con sus actividades asciende a 117 miles de euros.
Se trata del contrato de alquiler de las oficinas que el Grupo tiene en Madrid en Ia calle Quintanavides 13; el
cual vence en abril del ejercicio 2017, y que es renovable a su vencimiento en condiciones de mercado.
Los pages minimos totales futures por rentas correspondientes a arrendamientos operatives no cancelables son
los siguientes:
Miles de euros
2018 2015
Menos de un ano 189 85
Entre uno y cinco al'los
Mas de cinco anos
189 85
18. OPERACIONES CON PARTES VINCULADAS
Se consideran wpartes vinculadas" al Grupo, adicionalmente a las entidades dependientes, asociadas y

multigrupo, el "personal clave" de la DirecciOn de la Sociedad (miembros de su Consejo de Administraci6n y los
Directores, junto a sus familiares cercanos), asi como las entidades sabre las que el personal clave de la
DirecciOn pueda ejercer una influencia significativa o tener su control.
A continuaci6n, se indican las transacciones realizadas por el Grupo, durante los ejercicios 2016 y 2015, con las
partes vinculadas a este, distinguiendo entre accionistas significativos, miembros del Consejo de Administraci6n y
Directores de Ia Sociedad y otras partes vinculadas. Las condiciones de las transacciones con las partes vinculadas
son equivalentes a las que sedan en transacciones hechas en condiciones de mercado y se han imputado las
correspondientes retribuciones en especie.
Miles de Euros
Personas,
Accionistas Administradores Sociedades,
Total
significativos y Directives Entidades del
Grupo
Gastos:
Gastos financieros Arrendamientos - - - -
Recepci6n de servicios (a) Otros gastos 2.496 2.496
lngresos:
. 143 143
Prestaci6n de servicios (b)
.. .. ..
(a) lncluye los serv1c1os prestados por Metrovacesa, S.A. en relac1on a un contrato de gest1on corporat1va,
tecnologia, asi como otros servicios.
(b) Servicios prestados porIa Sociedad a Metrovacesa, S.A. en relaci6n a actividades de comercializaci6n,
gesti6n de suelos y otros servicios.
42
Miles de Euros
Personas,
Total
sign ificativos y Directives Entidades del
Grupo
Gastos:
Gastos financleros por arrendamientos - - -
Recepci6n de servicios y otros gastos ~ ~
105 105
lngresos:
Prestaci6n de servicios
- - -
Miles de Euros
Personas,
Accionistas Administradores y Sociedades o
Otras Transacciones Entidades del Total
Significativos Directives
Grupo (c)
Acuerdos de financiaci6n:
creditos y aportaciones de capital 3.796 3.796
(prestamista) {a)
Garant! as y avales recibidos (b)
3.312 3.312
Mites de Euros
Personas,
Accionistas Administradores y Sociedades o
Otras Transacciones Entidades del Total
S ignificativos Directives
Grupo (c)
Garantias y a vales recibidos (b)
3.169 3.169
{a) Riesgo disponible con Banco Santander por financiaciones concedidas para desarrollos de proyectos
inmoblliarios.
(b) Avales prestados por entldades bancarias accionistas
43
19. INFORMACION LEGAL RELATIVA AL CONSEJO DE ADMINISTRACION
a) Retribuci6n v otras prestaciones al Consejo de Administraci6n
A continuaci6n, se incluye un resumen de los datos mas significativos de las remuneraciones y prestaciones
correspondientes a los ejercicios 2016 y 2015:
Miles de Euros
2016 2015
Miembros del Consejo de Administraci6n:
Concepto retributive-
Retribuci6n fija y variable 173 -
Retribuci6n en especie - -
Dietas
lndemnizaciones - -
Atenciones estatutarias - -
Otros beneficios- del Consejo de Administracion
Primas de seguros de vida 9
Fondos y planes de pensiones 1
Directivos:
Total remuneraciones recibidas par los Directivos (*) 370 228
(*)Los datos no incluyen Plan Pensiones ni Segura de Vida. Con estos conceptos el importe ascenderia a 9
miles de euros.
b) Situaciones de conflictos de interes de los administradores
En el debar de evitar situaciones de conflicto con el interes de Ia Sociedad, durante el ejercicio los
administradores que han ocupado cargos en el Consejo de Administraci6n han cumplido con las obligaciones
previstas en el articulo 228 del texto refundido de Ia Ley de Sociedades de Capital. Asimismo, tanto ellos como
las personas a elias vinculadas, se han abstenido de incurrir en los supuestos de conflicto de interes previstos
en el articulo 229 de dicha ley, excepto en los casos en que haya sido obtenida Ia correspondiente autorizaci6n.
Es polltica comun de los miembros del Consejo abstenerse en reuniones del Consejo de Administraci6n o
comisiones delegadas con relaci6n a operaciones y/o acuerdos donde pudieran haber incompatibilidades, en
los tt~rrninos que aparecen reflejados en las aetas del ejercicio 2016, sin que afecte dicho hecho en ningun caso
a las manifestaciones incluidas en el articulo 229 de supuestos de conflicto de interes .
20. HECHOS POSTERIORES AL CIERRE
Entre Ia fecha de cierre del ejercicio y Ia de forrnulaci6n de las cuentas anuales de Ia Sociedad, nose han puesto
de manifiesto circunstancias significativas que hayan supuesto Ia indusi6n de ajustes o cambios en las cuentas
anuales, ni que afecten a Ia aplicaci6n del principia de empresa en funcionamiento.
44
21. HONORARIOS DE AUDITORES DE CUENTAS
Los honorarios devengados durante el ejercicio por PricewaterhouseCoopers Auditores, SL por los servicios
de auditoria de cuentas ascendieron a 90 miles de euros. Nose han devengado honorarios durante el ejercicio
2016 por otras sociedades de Ia red PwC como consecuencia de servicios de asesoramiento fiscal, otros
servicios de verificaci6n y otros servicios prestados a Ia Sociedad.
45
lnforme de Gesti6n Consolidado del ejercicio 2016
1. Aspectos slgnlficatlvos del perlodo
En Junta General de Accionistas de fecha 11 de enero de 2016 se aprob6 Ia escisi6n parcial de Metrovacesa,
S.A., sin que se produjera Ia extinci6n de esta, consistente en Ia escisi6n del patrimonio perteneciente a su negocio
de suelo y promoci6n inmobiliaria, constituyendo una unidad econ6mica independiente a favor de Ia nueva
sociedad "Metrovacesa Suelo y Promoci6n, S.A.", Ia cual se encuentra participada al100% por los accionistas de
Metrovacesa, S.A. en Ia misma proporci6n que estos ten ian en el memento de ejecuci6n de Ia escisi6n.
Como resultado de dicha Escisi6n, Metrovacesa Suelo y Promoci6n, S.A. y sus Sociedades Dependientes (en
adelante el Grupo) es un grupo que adquiri6 en bloque y por sucesi6n universal, el patrimonio perteneciente
a Ia Rama de Adividad de Suelo y Promoci6n de Ia sociedad Metrovacesa, S.A.
De los resultados correspondientes al periodo anual terminado el 31 de diciembre de 2016 destacan los
siguientes hechos:
Durante el ejercicio 2016, las ventas han ascendido a 21 millones de euros principalmente por Ia
contribuci6n a Ia cifra de ventas de los ingresos ventas de promociones inmobiliarias (9,4 millones de
euros) y las prestaciones de servicios a terceros (8,9 millones de euros).
El margen bruto de Ia compania, entendido como Ia diferencia entre el importe de las ventas y el coste
de las mismas, asciende a 4,6 millones de euros.
Los gastos de estrudura se situan en 7 millones de euros e incluyen gastos de personal por importe
de 3,7 millones de euros.
2. Factores de riesgo
Segun se indica en Ia Nota 3 de las notas explicativas adjuntas, como consecuencia de las actividades que el
Grupo desarrolla, existen riesgos inherentes al entomo, marco regulatorio y de las operaciones que deben ser
identificados y controlados mediante los sistemas de gesti6n de riesgos establecidos por el Grupo.
El Grupo cuenta con una Politica de Control y Gesti6n de Riesgos que establece los principios de actuaci6n
para que los riesgos relevantes a los que se enfrenta Metrovacesa, Suelo y Promoci6n S.A. y su Grupo esten
en todo memento identificados, medidos, comunicados y, en Ia medida de lo posible, controlados.
3. lnfonnaci6n sobre vinculadas
En Ia Nota 18 de las notas explicativas adjuntas se detallan las operaciones realizadas con partes vinculadas.
Gran parte de las mismas proceden de los acuerdos de financiaci6n y sus correspondientes gastos financieros
con las entidades financieras que componen el accionariado de Ia Sociedad Dominante, asi como de
operaciones financieras con otras sociedades del grupo.
4. Hechos posteriores
No se han producido acontecimientos posteriores al cierre del ejercicio que pudieran tener un impado
significative en los presentes estados financieros, adicionales a los ya comentados en las notas de Ia Memoria.
46
5. Perspectivas
La demands residencial continuara creciendo impulsada por Ia mejora en el empleo, los reducidos castes de
financiaci6n y el mayor atractivo de Ia vivienda como inversi6n. Nos encontramos ante un escenario de
crecimiento de las ventas de vivienda, que se veran imoulsadas oor los siguientes factores:
1) Cicio expansive y mejora del em plea

2) Castes de financiaci6n reducidos
3) Rentabilidad frente a inversiones alternativas.
4) Tendencia ''culturaln a Ia compra
La posici6n de tesoreria disponible del Grupe al31 de diciembre de 2016 asciende a 27,8 millones de euros.
Esta liquidez, junto al control de los gastos que el Grupe esta realizando y Ia generaci6n de caja procedente
de Ia promoci6n y venta de las promociones residenciales del Grupe hacen que los Administraciones de Ia
Sociedad Dominante confien en que se dispondran de suficientes recursos para hacerfrente a las necesidades
de caja.
6. Adquisici6n de acciones propias
La Sociedad Dominante no ha realizado operaci6n alguns con acciones propias y, al cierre del ejercicio de
doce meses terminado a 31 de diciembre de 201S y con posterioridad al mismo, carecla y carece de
autocartera.
7. lnvestigaci6n y Desarrollo
No se han reallzado durante el ejert:iclo 2016 inversiones signlficativas en investigacl6n y desarrollo, debido a
las caracteristicas propias de Ia actividad del Grupe.
47
ANEXO I
SOCIEDADES DEPENDIENTES
Participacion Nata en Ia sociedad titular
Domicilio
Hombre Actlvldad 2016 2015 (%} 2016 {miles €) 2015 (miles €) Socledad del Grupo titular
social
lnmobiliaria Das Avenidas Novas, S.A. Portugal Promoci6n y Desarrollo inmobiliario 100% 100% 2.996 2.950 Metrovacesa Suelo y Promoci6n, SA
Promociones Vallebramen, S.L. Espaila PromociOn y Desarrollo inmobiliario 100% 100% Metrovacesa Suelo y Promoci6n, SA
Atlantys Espacios Comerciales. S.L. Espana Promoci6n y Desarrollo inmobitiario 100% 100% 24.292 24.292 Metrovacesa Sueto y Promoci6n, SA
Habitatrix, S.L. Espatia Promoci6n y Desarrollo inmobitiario 100% 100% Metrnvacesa Suelo y Promoci6n, S.A.
Fuencarrat Agrupanorte,S.L (ANTES ALQ.13) Espaila Promoci6n y Desarrollo inmobiliario 100% 100% 100.691 89.405 Metrovacesa Suelo y Promoci6n, SA
Metrovacesa lnmuebtes y Promociones, SL Espal'la Promoci6n y Desarrollo inmobiliario 100% 100% 32.119 32.119 Metrovacesa Suelo y Promoci6n, S.A.
160.295 148.826
SOCJEDADES ASOCIADAS
Participaci6n Nata en Ia sociedad tttular
Domicilio
Hombre Actividad 2018 (%) 2015 (%) 2016 (miles €) 2015 (miles €) Socledad del Grupo titular
social
Urbanizadora Valdepolo I, S.A. Espal'la Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Urbanizadora Valdepolo II, S.A. Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Urbanizadora Valdepoto Ill, S.A. Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, SA
Urbanizadora Valdepoto IV, S.A. Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, SA
Asturcontinental de Ediflcaciones, S.L. Espana Promoci6n y Desarrollo inmobiliario 45% 104 Metrovacesa Suelo y Promoci6n, SA
L'Esplay Valencia, S.L Espana Promoci6n y Desarrollo inmobiliario 37% 37°~ 117 224 Metrovacesa Suelo y Promoci6n, SA
117 328
48
ANEXO II
Informacion flnanciera resumfda 2015
Urbanizadora Urbani;zadora Urbanizadora Urbanizadora Asturcontlnental de L'Esplay Valencia,
Valdeeolo I, S.A Valde~lo II, S.A. Valdeeolo Ill, S.A. Valde~lo IV, S.A. Edlflcaclones, S.L. S.L.
Adivos Corrientes 22.957 22.961 22.962 22.960 2.024 322
Pasivos corrientes (8l (8l (7l (8} 2.387 {8l
Actlvos netos corrlentes 22.949 22.953 22.955 22.952 4.410 314
Activos no Corrientes 882 881 881 881 10
Pasivos no corrientes !24.750} !24.750} !24.750l !24.750}
Activo& netos corrtentes 123.868! l23.869} 123.869! [23.869} 10
lngresos ordinarios !51 (5} (5} (5} 1.000
Beneficia del ejerclelo (16) (16) (16) (18) (1.012} 1.000
Informacion financiera resumida 2016

Activos Corrientes 22.952 22.955 22.944 22.956 321.421
Pasivos corrientes (4l (4} !4l (4} (8.035}
Activos netos corrientes 22.948 22.951 22.940 22.952 313.387
Activos no Corrientes 882 881 881 881
Pasivos no corrientes (24.750} ,24.750} (24.750} (24.750)
Activoa natos corriantes 123.868} (23.869} {23.869} [23.869}
lngresos ordinarios 5 5 5 5
Beneficia del ajercicio 1 2 14 1 176
--5 (*) Oltimos estados financieros disponibles noviembre 2016

49
Metrovacesa Suelo y Promocion, S.A. y Sociedades Dependientes
Las cuentas anuales consolidadas e informe de gesti6n correspondientes al ejercicio 2016 de Metrovacesa Suelo
y Promoci6n, SA y Sociedades Dependientes, integradas por el balance de situaci6n consdlidado al 31 de
diciembre de 2016, Ia cuenta de perdidas y ganancias consolidada, el estado de cambios en el patrimonio neto
consolidado y el estado de flujos de efectivo consolidado, asl como las notas explicativas, correspondientes al
ejercicio 2016 en dicha fecha, han sido formulados por el Consejo de Administraci6n de Metrovacesa Suelo y
Promoci6n, S.A. en su reunion del dia 28 de febrero de 2017. Las cuentas anuales individuales corresponden al
ejercicio 2016, firmando en Ia ultima hoja todos los Consejeros.
Madrid, 28 de febrero de 2017
Fdo. D. Ignacio Moreno Martinez V"B0 D. LucasR sorio ltunnendi
Presidente del Consejo de Administraci6n Secretario del Consejo ae Administraci6n
50
Fdo. D. Jose Maria Fernandez Conquero Fdo. D. Jorg~~e ~eza Eguiguren
Vocal
\iJ
Fdo. D. Agustin Vidal-Aragon de Olives Fdo. D. Ja~jJa-Carran;za Benjumea

Vocal /~ocal
Fdo. Dr'\a. Franclsca Ortega Hemfmdez-Agero Fdo. D. Juan Maximiliano de Ortueta Monfort
Vocal Vocal
Fdo. D. Ignacio Rulz de Aida Moreno Altamira Santander RealfEstate, SA,

Vocal representada por D. Cartos Doussinague
Mendez de Lugo
Vocal
51
METROVACESA, S.A.
(ANTERIORMENTE DENOMINADA
METROVACESA SUELO Y PROMOCION, S.A.)
Informe de Auditoria independiente,
Estados financieros intermedios consolidados
e Informe de gesti6n intermedio consolidado
correspondiente al periodo de nueve meses
finalizado el30 de septiembre de 2017
_II.
pwc
Informe de auditoria de estadosfinancieros intermedios
consolidados emitido por un auditor independiente
A los accionistas de Metrovacesa, S.A. (anteriormente denominada Metrovacesa Suelo y Promocion,
S.A.), por encargo de la Direccion: ·
Opinion
Hemos auditado los estados financieros intermedios consolidados de Metrovacesa Suelo y Promocion,
S.A. y sus sociedades dependientes (el Grupo), que comprenden el balance intermedio consolidado a
30 de septiembre de 2017, el estado de resultados, el estado del resultado global, el estado de cambios
en el patrimonio neto, el estado de flujos de efectivo y las notas explicativas, todos ellos consolidados,
correspondientes al periodo de nueve meses finalizado el30 de septiembre de 2017.
En nuestra opinion, los estados financieros intermedios consolidados adjuntos expresan, en todos los
aspectos significativos, la imagen fiel del patrimonio y de la situacion financiera del Grupo a 30 de
septiembre de 2017, asi como de sus resultados y flujos de efectivo, todos ellos consolidados,
correspondientes al periodo de nueves meses terminado en dicha fecha, de acuerdo con los
requerimientos establecidos en la Norma Internacional de Contabilidad (NIC) 34, Informacion
Financiera Intermedia, adoptada por la Union Europea, para la formulacion de estados financieros
intermedios completos, y demas disposiciones del marco normativo de informacion financiera que
resulta de aplicacion en Espafia.
Fundamento de la opinion
Hemos llevado a cabo nuestra auditoria de conformidad con la normativa reguladora de la actividad de
auditoria de cuentas vigente en Espafia. Nuestras responsabilidades de acuerdo con dichas normas se
describen mas adelante en la seccion Responsabilidades del auditor en relaci6n con la auditoria de
los estados financieros intermedios consolidados de nuestro informe.
Somos independientes del Grupo de conformidad con los requerimientos de etica, incluidos los de
independencia, que son aplicables a nuestra auditoria de los estados financieros intermedios
consolidados en Espafia, segun lo exigido por la normativa reguladora de la actividad de auditoria de
cuentas. En este sentido, no hemos prestado servicios distintos a los de la auditoria de estados
financieros ni han concurrido situaciones o circunstancias que, de acuerdo con lo establecido en la
citada normativa reguladora, hayan afectado ala necesaria independencia de modo que se haya visto
comprometida.
Consideramos que la evidencia de auditoria que hemos obtenido proporciona una base suficiente y
adecuada para nuestra opinion.
Aspectos mas relevantes de la auditoria

Los aspectos mas relevantes de la auditoria son aquellos que, segun nuestro juicio profesional, han
sido considerados como los riesgos de incorreccion material mas significativos en nuestra auditoria de
los estados financieros intermedios consolidados del periodo actual. Estos riesgos han sido tratados en
el contexto de nuestra auditoria de los estados financieros intermedios consolidados en su conjunto, y
en la formacion de nuestra opinion sobre estos, y no expresamos una opinion por separado sobre esos
riesgos.
· PricewaterhouseCoopers Auditores, S.L., Torre PwC, P0 de la Castellana 259 B, 28046 Madrid, Espana
Tel.: +34 915 684 400 I +34 902 021111, Fax: +34 915 685 400, www.pwc.es 1
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libra 8.054, secci6n 3"
lnscrita en el R.OAC. con el numero S0242- CIF: B-79 031290
_If.
pwc
Aspectos mas relevantes de Ia auditoria Modo en el que se han tratado en Ia auditoria
Valoraci6n a 30 de septiembre de las
existencias
Bajo el epigrafe de existencias el Grupo tiene Hemos evaluado los procedimientos de control
registrados terrenos y solares, promociones interno que la Sociedad tiene establecidos en el
en curso y terminadas distribuidas por todo proceso de valoracion de sus existencias.
el territorio nacional por importe de
1.629.760 miles de euros. Adicionalmente, hemos obtenido la valoracion de
las existencias realizada por los expertos
El Grupo valora sus existencias al menor de, independientes de la direccion sobre la que hemos
su coste, calculado este tal y como se dispone realizado, entre otros, los siguientes
en la nota 2.8.b, y el valor neto de realizacion procedimientos:
a partir del valor razonable de las
existencias, dotando, en su caso, la provision Comprobacion de la competencia, capacidad
por depreciacion correspondiente, tal y e independencia del experto, mediante la
como se dispone en la nota g. obtencion de una confirmacion al efecto y la
constatacion de su reconocido prestigio en el
El valor razonable de las existencias del mercado, asi como discusion de los
Grupo es calculado en funcion de las principales aspectos de la valoracion
valoraciones realizadas por los expertos mediante reuniones con los diferentes
independientes no vinculados al Grupo, que expertos.
son realizadas de acuerdo con los Estandares
de Valoracion y Tasacion publicados por la Comprobacion de que las valoraciones se han
Royal Institute of Chartered Surveyors realizado conforme a la metodologia RICS y
(RICS) de Gran Bretafia, y de acuerdo con pueden ser usadas a efectos de valoracion de
los Estandares Internacionales de las existencias en los estados financieros
Valoracion (IVS) publicados por el Comite intermedios consolidados.
Internacional de Estandares de Valoracion
(IVSC). (vease nota 2.2). Realizacion de pruebas selectivas para
contrastar los datos mas relevantes utilizados
En base a este criterio, a 30 de septiembre de en las valoraciones.
2017, el Grupo ha registrado un deterioro
neto en el estado de resultados intermedio Comprobacion de la adecuacion del metodo y
consolidado de 95 millones de euros las hipotesis utilizadas teniendo en cuenta las
recogidos bajo el epigrafe "Variaciones de condiciones del mercado, contando para ello
provisiones de trafico", notas 9 y 17. con nuestros expertos internos en valoracion.
El grado de incertidumbre de las hipotesis Hemos realizado para una muestra, que
usadas para el calculo de dicho valor de incluye aquellos supuestos especiales de
mercado y el grado de estimacion existente valoracion, una valoracion de contraste
en los metodos de valoracion aplicados, utilizando la informacion disponible de
fundamentalmente el metodo residual mercado.
dinamico, utilizando a modo de contraste el Adicionalmente, evaluamos la suficiencia de
metodo de comparacion 0 de descuento de la informacion revelada en los estados
flujo de caja, hace que la valoracion de las financieros intermedios consolidados de
existencias sea considerada como un aspecto Metrovacesa Suelo y Promocion, S.A y
mas relevante de la auditoria. sociedades dependientes sobre esta materia.
Como consecuencia de los procedimientos
realizados, consideramos que el ejercicio de
valoracion de las existencias realizado por la
Direccion presenta unos valores registrados en el
epigrafe dentro de un rango razonable respecto a las
condiciones del mercado en la fecha a la que se
refiere.
2
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As ectos mas relevantes de Ia auditoria Modo en el ue se han tratado en Ia auditoria

Valoraci6n a 30 de septiembre de las
inversiones inmobiliarias
Las inversiones inmobiliarias constituyen un Hemos evaluado los procedimientos de control

13% de los activos del Grupo. El Grupo, interno que la Sociedad tiene establecidos en el
segun se describe en la Nota 2.8.a) aplica el proceso de valoracion de sus inversiones
modelo de valor razonable de acuerdo con la inmobiliarias.
NIC 40, registrando el cambia de valor de las
mismas en el estado de resultados Adicionalmente, hemos obtenido la valoracion de
intermedio consolidado. las inversiones inmobiliarias realizada por los
expertos independientes de la direccion sabre la que
En base a este criteria, a 30 de septiembre de hemos realizado, entre otros, los siguientes
2017, el Grupo ha registrado unas perdidas procedimientos:
netas por variacion del valor razonable de la
cartera, que asciende a 1,5 millones de euros, Comprobacion de la competencia, capacidad
segun lo descrito en la Nota 6. e independencia del experto mediante la
obtencion de una confirmacion y la
El Grupo registra el valor de mercado de las constatacion de su reconocido prestigio en el
inversiones inmobiliarias basandose en las mercado, as:i como discusion de los
valoraciones realizadas por expertos principales aspectos de la valoracion
independientes, conforme a la metodolog:ia mediante reuniones con los diferentes
descrita en las notas 2.2, 2.8.a) y 6 de los expertos.
estados financieros intermedios consolidados
adjuntos. Comprobacion de que las valoraciones se han
realizado conforme ala metodolog:ia RICS y
El grado de incertidumbre de las hipotesis pueden ser usadas a efectos de valoracion de
usadas para el calculo de dicho valor de las inversiones inmobiliarias para los estados
mercado, y el grado de estimacion existente financieros intermedios consolidados.
en los metodos de valoracion aplicados, hace
que la valoracion de las inversiones Realizacion de pruebas selectivas para
inmobiliarias sea considerada como un contrastar los datos mas relevantes utilizados
aspecto mas relevante de la auditor:ia. en las valoraciones.
Comprobacion de la adecuacion del metoda y

las hipotesis utilizadas teniendo en cuenta las
condiciones del mercado, contando para ello
con nuestros expertos internos en valoracion.
Hemos realizado para una muestra una

valoracion de contraste utilizando la
informacion disponible de mercado.
Adicionalmente, evaluamos la suficiencia de

la informacion revelada en los estados
financieros intermedios consolidados de
Metrovacesa Suelo y Promocion, S.A y
sociedades dependientes sabre esta materia.

realizados, consideramos que el ejercicio de
valoracion de las inversiones inmobiliarias realizado
por la Direccion se encuentra en un rango razonable
respecto a las condiciones del mercado en la fecha a
la..
........................ , , . , . , , , ,
se refiere .
3
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pwc
As ectos mas relevantes de Ia auditoria Modo en el ue se han tratado en Ia auditoria
Activos provenientes de una aportaci6n no
dineraria de sus accionistas
Segun lo descrito en la Nota 1.c.1), la Junta A los efectos de evaluar el tratamiento contable de
General de Accionistas de Metrovacesa Suelo los activos recibidos con motivo de la aportacion no
y Promocion, S.A. acordo una ampliacion de dineraria hemos realizado, entre otros, los
capital no dineraria, mediante la aportacion siguientes procedimientos:
de activos inmobiliarios de los accionistas
mayoritarios, por valor de 1.097.324 miles de Hemos obtenido por parte de la Direccion las
euros. escrituras de la aportacion no dineraria de la
Sociedad, asi como el informe del experto
Los activos aportados no fueron independiente y del valorador designado para la
considerados por la Direccion como determinacion del valor razonable de los activos y
constituyentes de un negocio. Dichos activos hemos analizado los mismos a traves de reuniones
se contabilizaron en el momento de la con la Direccion y con el valorador independiente.
transaccion a su valor razonable.
Se ha evaluado el analisis de la Direccion respecto a
En el momento de la contabilizacion de la que esta aportacion de activos no cumple con la
operacion el Grupo analizo de forma definicion de negocio establecida en la guia de
individualizada la clasificacion de los suelos, aplicacion de la NIIF 3 Combinaciones de Negocios,
obras en construccion y activos en parrafo B7.
explotacion aportados clasificando como
existencias aquellos activos que ser{m Hemos obtenido un entendimiento de los suelos a
desarrollados y promocionados o vendidos desarrollar segun el plan de negocios aprobado por
en el curso ordinaria de sus actividades de el Consejo de Administracion. A partir de ello,
negocio, considerado el plan de negocios hemos evaluado la clasificacion de los activos como
quinquenal aprobado, y bajo el epigrafe de existencias o inversiones inmobiliarias y hemos
inversiones inmobiliarias aquellos activos comprobado, sobre una base muestral, la coherencia
destinados ala explotacion (mediante su de los val ores, proyecciones y tiempo de desarrollo
arrendamiento) o terrenos cuyo uso no ha con las principales hipotesis de las valoraciones de
sido determinado. los activos inmobiliarios cuya promocion o venta
son la base del plan de negocio.
La importancia de determinar silos activos
recibidos constituyen o no un negocio, y su Hemos realizado procedimientos sobre la valoracion
clasificacion como existencias o inversiones del experto, designado por los accionistas,
inmobiliarias (vease nota 2.2), radica en las encargado de la valoracion de los activos aportados,
implicaciones contables de este hecho, comprobando la competencia, capacidad e
concretamente en el registro y valoracion independencia del experto, la constatacion de su
inicial de los mismos y su efecto en la reconocido prestigio en el mercado y de los
valoraci6n posterior, en funcion de la norma principales aspectos de la valoracion mediante
contable de aplicacion (NIC 2 Existencias o reuniones con el experto y la Sociedad dominante
NIC 40 Inversiones Inmobiliarias, para evaluar la razonabilidad del ejercicio de
respectivamente). valoracion efectuado.

realizados consideramos que, tanto la calificacion de
la transaccion por la Direccion de la Sociedad
dominante como adquisicion de un conjunto de
activos, como la clasificacion de los activos
aportados en existencias o inversiones
inmobiliarias, son razonables en el contexto de la
transaccion y del plan de negocios aprobado.
4
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Otra informacion: Informe de gesti6n intermedio consolidado
La otra informacion comprende exclusivamente el informe de gestion intermedio consolidado
correspondiente al periodo de nueve meses finalizado el30 de septiembre de 2017, cuya elaboracion es
responsabilidad de los administradores de la Sociedad dominante y no forma parte integrante de los
estados financieros intermedios consolidados.
Nuestra opinion de auditoria sobre los estados financieros intermedios consolidados no cubre el
informe de gestion intermedio consolidado. Nuestra responsabilidad sobre el informe de gestion
intermedio consolidado, de conformidad con lo exigido por la normativa reguladora de la actividad de
auditoria de cuentas, consiste en evaluar e informar sobre la concordancia del informe de gestion
intermedio consolidado con los estados, a partir del conocimiento del Grupo obtenido en la realizacion
de la auditoria de los citados estados financieros consolidados y sin incluir informacion distinta de la
obtenida como evidencia durante la misma. Asimismo, nuestra responsabilidad consiste en evaluar e
informar de si el contenido y presentacion del informe de gestion intermedio consolidado son
conformes a la normativa que resulta de aplicacion. Si, basandonos en el trabajo que hemos realizado,
concluimos que existen incorrecciones materiales, estamos obligados a informar de ello.
Sobre la base del trabajo realizado, segun lo descrito en el parrafo anterior, la informacion que
contiene el informe de gestion intermedio consolidado concuerda con los estados financieros
intermedios consolidados del periodo de nueve meses terminado el30 de septiembre de 2017 y su
contenido y presentacion son conformes a la normativa que resulta de aplicacion.
Responsabilidad de los administradores y de la comisi6n de auditoria en relaci6n

con los estados financieros intermedios consolidados
Los administradores de Metrovacesa S.A. son responsables de la elaboracion de los estados financieros
intermedios adjuntos, de forma que expresen la imagen fiel del patrimonio, de la situacion financiera y
de los resultados del Grupo, de acuerdo con los requerimientos establecidos en la Norma Internacional
de Contabilidad (NIC) 34, Informacion Financiera Intermedia, adoptada por la Union Europea, para la
preparacion de informacion intermedia completa, y demas disposiciones del marco normativo de
informacion financiera aplicable al Grupo en Espafia, y del control interno que consideren necesario
para permitir la preparacion de los estados financieros intermedios consolidados libres de incorreccion
material, debida a fraude o error.
En la preparacion de los estados financieros intermedios consolidados, los administradores de la

Sociedad dominante son responsables de la valoracion de la capacidad del Grupo para continuar como
empresa en funcionamiento, revelando, segun corresponda, las cuestiones relacionadas con empresa
en funcionamiento y utilizando el principia contable de empresa en funcionamiento excepto si los
citados administradores tienen intencion de liquidar el Grupo o de cesar sus operaciones, o bien no
exista otra alternativa realista.
La comision de auditoria de la Sociedad dominante es responsable de la supervision del proceso de

elaboracion y presentacion de los estados financieros intermedios consolidados.
Responsabilidades del auditor en relaci6n con la auditoria de los estados

financieros intermedios consolidados
Nuestros objetivos son obtener una seguridad razonable de que los estados financieros intermedios
consolidados adjuntos en su conjunto estan libres de incorreccion material, debida a fraude o error, y
emitir un informe de auditoria que contiene nuestra opinion.
5
_II.
pwc
Seguridad razonable es un alto grado de seguridad pero no garantiza que una auditoria realizada de
conformidad con la normativa reguladora de la actividad de auditoria de cuentas vigente en Espafia
siempre detecte una incorrecci6n material cuando existe. Las incorrecciones pueden deberse a fraude
o error y se consideran materiales si, individualmente o de forma agregada, puede preverse
razonablemente que influyan en las decisiones econ6micas que los usuarios toman basandose en los
Como parte de una auditoria de conformidad con la normativa reguladora de la actividad de auditor:ia
de cuentas vigente en Espafia, aplicamos nuestro juicio profesional y mantenemos una actitud de
escepticismo profesional durante toda la auditoria. Tambien:
• Identificamos y valoramos los riesgos de incorrecci6n material en los estados financieros

intermedios consolidados, debida a fraude o error, disefiamos y aplicamos procedimientos de
auditor:ia para responder a dichos riesgos y obtenemos evidencia de auditoria suficiente y
adecuada para proporcionar una base para nuestra opinion. El riesgo de no detectar una
incorreccion material debida a fraude es mas elevado que en el caso de una incorreccion
material debida a error, ya que el fraude puede implicar colusion, falsificacion, omisiones
deliberadas, manifestaciones intencionadamente erroneas, o la elusion del control interno.
• Obtenemos conocimiento del control interno relevante para la auditoria con el fin de disefiar
procedimientos de auditor:ia que sean adecuados en funcion de las circunstancias, y no con la
finalidad de expresar una opinion sobre la eficacia del control interno de Metrovacesa Suelo y
Promocion, S.A. y sociedades dependientes.
• Evaluamos si las pol:iticas contables aplicadas son adecuadas y la razonabilidad de las

estimaciones contables y la correspondiente informacion revelada por los administradores de la
Sociedad dominante.
• Concluimos sobre si es adecuada la utilizacion, por los administradores de la Sociedad

dominante, del principia contable de empresa en funcionamiento y, basandonos en la evidencia
de auditoria obtenida, concluimos sobre si existe o no una incertidumbre material relacionada
con hechos o con condiciones que pueden generar dudas significativas sobre la capacidad del
Grupo para continuar como empresa en funcionamiento. Si concluimos que existe una
incertidumbre material, se requiere que llamemos la atencion en nuestro informe de auditor:ia
sobre la correspondiente informacion revelada en los estados financieros intermedios
consolidados o, si dichas revelaciones no son adecuadas, que expresemos una opinion
modificada. Nuestras conclusiones se basan en la evidencia de auditor:ia obtenida hasta la fecha
de nuestro informe de auditor:ia. Sin embargo, los hechos o condiciones futuros pueden ser la
causa de que el Grupo deje de ser una empresa en funcionamiento.
• Evaluamos la presentacion global, la estructura y el contenido de los estados financieros

intermedios consolidados, incluida la informacion revelada, y si los estados financieros
intermedios consolidados representan las transacciones y hechos subyacentes de un modo que
logran expresar la imagen fiel.
• Obtenemos evidencia suficiente y adecuada en relacion con la informacion financiera de las

entidades o actividades empresariales dentro del Grupo para expresar una opinion sobre los
estados financieros intermedios consolidados. Somos responsables de la direccion, supervision y
realizacion de la auditor:ia del Grupo. Somos los unicos responsables de nuestra opinion de
auditoria.
Nos comunicamos con la comision de auditoria de Metrovacesa, S.A. en relacion con, entre otras
cuestiones, el alcance y el momento de realizacion de la auditoria planificados y los hallazgos
significativos de la auditor:ia, as:i como cualquier deficiencia significativa del control interno que
identificamos en el transcurso de la auditor:ia.
6
_.
pwc
Tambien proporcionamos a la comisi6n de auditoria de Ia Sociedad dominante una declaraci6n de que
hemos cumplido los requerimientos de etica aplicables, incluidos los de independencia, y nos hemos
comunicado con Ia misma para informar de aquellas cuestiones que razonablemente pue!lan suponer
una amenaza para nuestra independencia y, en su caso, de las correspondientes salvaguardas.
Entre los riesgos significativos que han sido objeto de comunicaci6n a la comisi6n de auditoria de
Metrovacesa S.A., determinamos los que han sido de Ia mayor significatividad en la auditoria de los
estados financieros intermedios consolidados del pcriodo actual y que son, en eonsecueneia, los riesgos
considerados mas significativos.
Describimos esos riesgos en nuestro informe de auditoria salvo que las disposiciones legales o
reglamentarias prohlban revelar poblicamente la cuesti6n.
: PRJ<;EWATERHOUSECOOPERS
AU DITORES. S.L
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7
METROVACESA, S.A. (ANTERIORMENTE DENOMINADA METROVACESA SUELO Y
PROMOCION, S.A.)\OPINION 30-9-17 EEFF CONSOL/ 110133
ESTADOS FINANCIEROS INTERMEDIOS CONSOLIDADOS E INFORME DE GESTION

INTERMEDIO CONSOLIDADO CORRESPONDIENTE AL PERIODO DE NUEVE MESES
FINALIZADO EL 30 DE SEPTIEMBRE DE 2017
DISTRIBUCION
CLIENTE 2
PwC-Madrid 1
3
Estados financieros intermedios consolidados e informe de gesti6n intermedio consolidado

correspondientes al periodo de nueve meses terminado al 30 de septiembre de 2017
1
BALANCE INTERMEDIO CONSOLIDADO

ACTIVOS Nota 30/09/2017 31/12/2016

lnmovilizaciones materiales e intangibles 282
lnversiones inmobiliarias 6 305.725 109.600
lnversiones en empresas asociadas 7 117
Cuentas a cobrar 8 y 10 76.881 63.533
Activos por impuestos diferidos 16 89.059 39.189
Total activos no corrientes 471.947 212.440
Activos corrientes
Existencias 9 1.629.760 814.182
Cuentas comerciales y otras cuentas a cobrar 8 y 10 186.461 22.608
Otros activos financieros 8 1.343 1.038

Efectivo y otros activos liquidos equivalentes 11 32.631 32.464
Total activos corrientes 1.850.195 870.292
Total activos 2.322.142 1.082.732
Las notas 1 a 23 ad juntas forman parte integrante de estos estados financieros intermedios consolidados.
2
BALANCE INTERMEDIO CONSOLIDADO

30/09/2017 31/12/2016
PATRIMONIO NETO 12
Patrimonio Neto atribuible a los accionistas de Ia
Sociedad
Capital social 956.279 492.045
Prima de emisi6n 1.174.251 541.077
Ganancias acumuladas (64.528) (30.775)
Reservas en sociedades par puesta en equivalencia (3.275) (3.172)
Total patrimonio neto 2.062.727 999.175
PASIVOS
Pasivos no corrientes
Provisiones 13 19.221 30.423
Deuda financiera 8 y 14 4.997 352
Acreedores comerciales y otras cuentas a pagar 8 y 14 3.427 5.429
Pasivos par impuestos diferidos 16 5.176 987
Total pasivos no corrientes 32.821 37.191
Pasivos corrientes
Provisiones 13 12.338 12.909
Deuda financiera 8 y 14 171.687 2
Acreedores comerciales y otras cuentas a pagar 8 y 14 31.422 24.697
Pasivos por impuesto corriente 14 y 16 2.389
lngresos ordinaries diferidos 15 8.758 8.758
Total pasivos corrientes 226.594 46.366
Total pasivos 259.415 83.557
Total patrimonio y pasivo 2.322.142 1.082.732
Las notas 1 a 23 adjuntas forman parte integrante de estos estados financieros intermedios
consolidados.
3
ESTADO DE RESULTADOS INTERMEDIO CONSOLIDADO CORRESPONDIENTE A

LOS PERIODOS DE NUEVE MESES FINALIZADOS EL 30 DE SEPTIEMBRE DE 2017 Y
2016
OPERACIONES CONTINUADAS Nota 30/09/2017 30/09/2016*

Ventas 17 18.887 11.220
Coste de las ventas 17 (14.621) (8.836)
Gastos de personal 17 (4.425) (2.087)
Servicios exteriores (3.549) (2.380)
Variaci6n de las provisiones de trafico 17 (68.364) (6.509)
Variaciones de valor de inversiones inmobiliarias 6 (1.461) 8.895
Otras ganancias o perdidas 85
RESULTADO DE EXPLOTACION (73.533) 388
lngresos financieros 38 141
Gastos financieros (4.164) (22)
Gastos financieros capitalizados 78
Deterioro y resultados par enajenaci6n de
196
instrumentos financieros
Resultado de entidades valoradas par el metoda de
236 (212)
Ia participaci6n
RESULTADO FINANCIERO (3.616) (93)
RESULT ADO ANTES DE IMPUESTOS (77.149) 295

lmpuesto sabre las ganancias 16 43.293 (55)
RESULTADO DEL PERIODO (33.856) 240
Ganancia/(Perdida) par acci6n (en euros) 4

Basica (0,0102) (0,0000)
Diluida (0,0102) (0,0000)
• Estados financieros intermedios no auditados
Las notas 1 a 23 adjuntas forman parte integrante de estos estados financieros intermedios
consolidados.
4
ESTADO DEL RESULTADO GLOBAL INTERMEDIO CONSOLIDADO

Periodo de nueve meses Periodo de nueve meses

finalizado el 30 de septiembre finalizado el 30 de septiembre
de 2017 de 2016*
Resultado del ejercicio (33.856) 240

Otro resultado global
lngresos y gastos imputados
directamente al patrimonio neto
Total ingresos y gastos imputados

directamente en el patrimonio
neto
lngresos y gastos imputados al

estado de resultados intermedio
consolidado
Total transferencias al estado de

resultados intermedio
consolidado
Otro resultado Global del ejercicio

Resultado Global Total del
(33.856) 240
Ejercicio
* Estados financieros intermedios no auditados
Las notas 1 a 23 adjuntas forman parte integrante de estos estados financieros intermedios consolidados.
5
ESTADO DE CAMBIOS EN EL PATRIMONIO NETO INTERMEDIO CONSOLIDADO CORRESPONDIENTE A LOS PERIODOS DE
NUEVE MESES FINALIZADOS EL 30 DE SEPTIEMBRE DE 2017 Y 2016 (Expresadas en miles de euros)
Reservas en
Prima sociedades Total
Ganancias
Capital Social emisi6n por puesta Patrimonio
acumuladas
acciones en Neto
equivalencia
Saldo a 1 de enero de 2016 492.045 541.077 (2.747) (1 0.957) 1.019.418
Resultado neto del periodo - - - 240 240
Total ingresos y gastos reconocidos en el periodo - - - 240 240
Saldos al 30 de septiembre de 2016 (*) 492.045 541.077 (2.747) (10.717) 1.019.658
Reservas en
Prima sociedades Total
Ganancias
Capital Social emisi6n por puesta Patrimonio
acumuladas
acciones en Neto
equivalencia
Saldo a 1 de enero de 2017 492.045 541.077 (3.172) (30.775) 999.175
Ampliaci6n de capital 464.234 633.174 - - 1.097.408
Resultado neto del ejercicio - - - (33.856) (33.856)
Total ingresos y gastos reconocidos en el ejercicio - - - (33.856) (33.856)
Movimientos en entidades por puesta en equivalencia - - i103l 103 -
Saldos al 30 de septiembre de 2017 956.279 1.174.251 (3.275) (64.528) 2.062.727
(*) Estados financieros no auditados
Las notas 1 a 23 adjuntas forman parte integral de los estados financieros intermedios consolidados.
6
ESTADOS DE FLUJOS DE EFECTIVO INTERMEDIO CONSOLIDADO CORRESPONDIENTE A
LOS PERIODOS DE NUEVE MESES FINALIZADOS EL 30 DE SEPTIEMBRE DE 2017 Y 2016
Periodo de
Periodo de
nueve
nueve meses
meses
finalizado el
Nota finalizado el
30 de
30 de
septiembre de
septiembre
2017
de 2016*
1. FLUJOS DE EFECTIVO DE LAS ACTIVIDADES DE EXPLOTACION
Resultado del periodo antes de impuestos (77.149) 295
Ajustes al resultado:
Variaci6n de provisiones 17 68.364 6.509

Deterioro de instrumentos financieros
Variaciones de valor de inversiones inmobiliarios 6 1.461 (8.895)
Deterioro y resultado par enajenaci6n de instrumentos financieros (196)
lngresos financieros (38) (141)
Gastos capitalizados (78)
Gastos financieros 4.164 22
Resultado ajustado (3.472) (2.210)
Cambios en el capital circulante:
- Existencias 9 (8.922) 600
- Prestamos y partidas a cobrar (163.836) 7.766
- Acreedores comerciales y otras cuentas a pagar 4.470 13.080
- Otros pasivos no Corrientes 254 231
Otros flujos de efectivo de las actividades de explotaci6n
- Pagos de intereses (-) (2.430) (22)
- Cobras de intereses 38 141
- Cobras (pagos) par impuesto sabre beneficios (227)
Total flujos de efectivo netos de las actividades de explotaci6n (173.899) 19.359
2. FLUJOS DE EFECTIVO DE LAS ACTIVIDADES DE INVERSION
lnversiones en:
lnversiones inmobiliarias (249) (1 01)
lnmovilizaciones materiales e intangibles (280)
Desinversiones en:
lnversiones inmobiliarias
Total flujos de efectivo netos de las actividades de inversion (529) (101)
FINANCIACION
Amortizaci6n de deudas con entidades de credito
Emisi6n de deuda con entidades de credito 14 174.595 102
Total flujos de efectivo netos de las actividades de financiaci6n 174.595 102
AUMENTO/ DISMINUCION NETA DEL EFECTIVO 0 EQUIVALENTES 11 167 19.360

Efectivo o equivalentes al comienzo del ejercicio 32.464 12.197
Efectivo o equivalentes al 30 de septiembre 32.631 31.556
• Estados financieros intermedios no auditados
Las notas 1 a 23 adjuntas forman parte integral de los estados financieros intermedios consolidados
7
1. INTRODUCCION, BASES DE PRESENTACION DE ESTADOS FINANCIEROS INTERMEDIOS
CONSOLIDADOS Y OTRA INFORMACION
a) Informacion general
Metrovacesa Suelo y Promocion, S.A. se constituyo par tiempo indefinido par escision parcial de Ia sociedad
Metrovacesa, S.A. el 18 de febrero de 2016.
En Junta General de Accionistas de fecha 11 de enero de 2016 se aprobo Ia escision parcial de Metrovacesa, S.A.,
sin que se produjera Ia extincion de esta, consistente en Ia escision del patrimonio perteneciente a su negocio de
suelo y promocion inmobiliaria, constituyendo una unidad economica independiente a favor de Ia nueva sociedad
"Metrovacesa Suelo y Promocion, S.A.", Ia cual se encontraba participada par los accionistas de Metrovacesa, S.A.,
en Ia misma proporcion que estos tenian en el momenta de ejecucion de Ia escision.
Como resultado de dicha escision, Metrovacesa Suelo y Promocion, S.A. y sus Sociedades Dependientes es un
grupo que adquirio en bloque y par sucesion universal, el patrimonio perteneciente a Ia rama de actividad de
suelo y Promocion de Ia sociedad Metrovacesa, S.A. Fruto de esta restructuracion de capital, Metrovacesa, S.A.
aporto activos par valor 1.149.635 miles de euros y pasivos par importe de 109.780 miles de euros a Ia nueva
sociedad (ver apartado b).
La Sociedad Metrovacesa Suelo y Promocion, S.A. es Dominante del Grupo Metrovacesa (en adelante el Grupo),
cuyas sociedades dependientes han sido detalladas en el Anexo 1.
Su domicilio actual se encuentra en Madrid, en calle Quintanavides, numero 13, Parque Empresarial Via Norte.
Metrovacesa Suelo y Promocion, S.A., como Sociedad Dominante, y sus sociedades dependientes tienen
principalmente como objeto social segun el articulo 2° de los Estatutos Sociales:
• La adquisicion o construccion de toda clase de fincas y construcciones para su edificacion o mejora con
el fin de su ulterior venta.
• La promocion, urbanizacion y parcelacion de bienes inmuebles en general.
• La adquisicion de suelo, aprovechamientos urbanisticos o cualquier clase de derechos reales sabre

bienes inmuebles para su venta. El desarrollo de actuaciones, bien directamente o a traves de las
sociedades filiales, de:
i. Gestion inmobiliaria en beneficia propio o a favor de terceros.

ii. Promocion y gestion de comunidades inmobiliarias.
• La realizacion de obras de rehabilitacion, acondicionamiento o implantacion de edificios completos o

parte de elias.
• La creacion, formacion y explotacion y desarrollo de urbanizaciones de todas clases.
• Asesoramiento tecnico y realizacion de estudios y proyectos relacionados con las actividades

inmobiliarias y, en particular, Ia promocion y realizacion de las actuaciones urbanisticas tecnicas, legales
y comerciales necesarias para Ia puesta en marcha, construccion o cualquier otra forma de explotacion
de areas Residenciales, Aparcamientos, residencias para de Tercera Edad y para Estudiantes, Hoteles
y cualesquiera otros tipos de equipamientos comunitarios y sociales.
• Participar, en los terminos que el Consejo de Administracion determine, en el capital de otras sociedades
cuyo objeto social sea analogo al descrito en los numeros precedentes.
b) Informacion financiera relativa a los activos y pasivos aportados a Ia Sociedad en el momenta de su

constitucion
La Sociedad adquiriere las obligaciones de Metrovacesa, S.A. que forman parte del Patrimonio Escindido. La
Sociedad, par tanto, continua con todas las relaciones, derechos y obligaciones que pudieran corresponder a
Metrovacesa, S.A.
La titularidad del Patrimonio Escindido corresponde a Metrovacesa Suelo y Promocion, S.A. y queda legitimada
de forma automatica y sin solucion de continuidad para realizar sabre dicho patrimonio toda clase de aetas, de
disposicion, dominio y gravamen. La entrega del Patrimonio Escindido se formalizo el18 de febrero de 2016 con
Ia escritura de aumento de capital mediante aportaciones no dinerarias de los accionistas, si bien al definirse
8
como una operaci6n bajo control comun donde se aportaba una rama de actividad que calificaba como negocio
se registraron Ia totalidad de las transacciones desde el 1 de enero de 2016, siendo par tanto esta fecha Ia
considerada a efectos contables. En este caso los valores aportados fueron los valores predecesores bajo los
que estaban registrados en Ia aportante.
Las masas patrimoniales indicadas en dichas escrituras son las siguientes:
ACT IVOS 18/02/2016
lnversiones en empresas de grupo y asociadas 122.868
Existencias 775.819
Cuentas a cobrar con empresas de grupo y asociadas 148.143
Otros Activos financieros corrientes 102.805

Total activos 1.149.635
PASIVOS
Cuentas a pagar con empresas de grupo y asociadas 43.699
Otros pasivos 66.081

Total pasivos 109.780
Activos y Pasivos Netos 1.039.855
c) Operaciones relevantes del periodo comprendido entre el 1 de enero de 2017 y el 30 de septiembre de 2017
c.1) Ampliaci6n de capital no dineraria.
Con fecha 30 de junio de 2017, Ia Junta General de Accionistas de Ia Sociedad acord6 una ampliaci6n de capital
no dineraria, mediante Ia aportaci6n de activos inmobiliarios par parte de los accionistas mayoritarios. Con fecha
6, 10 y 11 de julio de 2017, los accionistas mayoritarios (Grupo Banco Bilbao Vizcaya Argentaria, Grupo Banco
Popular y Grupo Banco Santander) en escritura publica, suscribieron y desembolsaron un total de 2.928.896.379
acciones a traves de una aportaci6n de fincas par valor de mercado de 1.107.783 miles de euros.
Con fecha 17 de septiembre de 2017, tal y como se previ6 en las escrituras de ampliaci6n no dinerarias descritas
anteriormente, se formaliz6 escritura de ejecuci6n definitiva del acuerdo, actualizandose Ia situaci6n de ciertos
activos afectos a clausulas suspensivas y que modificaba, par tanto, el importe de Ia operaci6n. La emisi6n
definitiva de Ia ampliaci6n de capital no dineraria fue de 2.901.243.704 acciones a traves de una aportaci6n de
fincas (suelos y construcciones en explotaci6n) par valor de 1.097.324 miles de euros.
Par naturaleza de activos se aportaron terrenos y solares par importe de 941.222 miles de euros, edificios en
construcci6n par importe de 115.061 miles de euros y activos en explotaci6n par importe de 41.041 miles de
euros. AI ser una aportaci6n de activos y no calificar como negocio se han aportado al valor razonable de los
mismos. Nose ha aplicado NIIF 3 al ser suelos individuales sin gesti6n propia que no pueden generar valor sin
ser gestionados par Ia receptora, no cumpliendose par lo tanto Ia definicion de negocio establecida en Ia Gufa de
Aplicaci6n de Ia NIIF 3, parrafo B7.
El detalle de las aportaciones par grupo de sociedades es el siguiente:

---------------------------------------------------------------------------------
Acciones Valor Prima de Aportaci6n
asignadas nominal emisi6n Total (miles
Aportante (miles) (miles €) (miles €) €)
Grupo Banco Santander 1.491.050 238.568 325.385 563.953
Grupo Banco Bilbao Vizcaya Argentaria 1.140.619 182.499 248.912 431.411
Grupo Banco Popular Espariol 269.575 43.132 58.828 101.960
Total 2.901.244 464.199 633.125 1.097.324
9
Las acciones del Grupo Banco Santander no incluyen las acciones que este grupo tiene en Ia Campania a traves
de su participacion en el Grupo Banco Popular Espariol. Los Administradores de Ia Sociedad han considerado
oportuno detallar ambos grupos de manera separada a los efectos de ser comparables con los datos
correspondiente al ejercicio 2016.
c.2) Ampliacion de capital dineraria.
Adicionalmente, en Ia misma Junta General de Accionistas, se aprobo una ampliacion de capital dineraria par
importe de 834 miles de euros, en Ia que los accionistas mayoritarios renunciaron a todos sus derechos de
suscripcion preferente, con el objeto que los accionistas minoritarios pudieran mantener su porcentaje de
participacion en Ia Sociedad Dominante. La suscripcion de Ia ampliacion fue de 224.059 acciones, lo que supone
un total de 84 miles de euros. (36 miles de euros de capital y 48 miles de euros de prima de emision), estando el
importe total pendiente de desembolso a 30 de septiembre de 2017.
d) Variaciones en el perimetro de consolidacion
Durante los primeros nueve meses del ejercicio 2017, Ia sociedad "L'Esplay Valencia, S.L.", que se registraba
como inversion par puesta en equivalencia con un valor neto de 117 miles de euros, ha sido liquidada par acuerdo
de sus respectivos socios. La participacion del Grupo en Ia sociedad era del 37% y ha generado un resultado
positivo en el estado de resultados intermedio consolidado de 196 miles de euros registrado en el epigrafe
"Deterioro y resultados par enajenacion de instrumentos financieros".
El perimetro de consolidacion a 30 de septiembre de 2017 y 31 de diciembre de 2016 esta detallado en el anexo

I de los presentes estados financieros intermedios consolidados.
2. BASES DE PRESENTACION DE LOS ESTADOS FINANCIEROSINTERMEDIOS

CONSOLIDADOS
Los estados financieros intermedios consolidados a 30 de septiembre de 2017, que han sido obtenidos de los
registros contables de Ia sociedad matriz y el resto de las sociedades integradas en el Grupo al 30 de septiembre de
2017, han sido preparados de acuerdo con las Normas lnternacionales de Informacion Financiera (NIIF) y Ia
lnterpretaciones del Comite lnternacional de Informacion Financiera (CINIIF) adoptadas par Ia Union Europea (en
conjunto, Ia NIIF-UE), de conformidad con el Reglamento (CE) no 1606/2002 del Parlamento y del Consejo Europeo
y sucesivas modificaciones, yen particular siguiendo los criterios de reconocimiento y valoracion incluidos en Ia NIC
34 "Informacion financiera intermedia".
La preparacion de estos estados financieros intermedios consolidados con arreglo a Ia NIIF-UE exige el usa de
ciertas estimaciones contables criticas. Tam bien exige a Ia Direccion que ejerza su juicio en el proceso de aplicar
las politicas contables del Grupo. En Ia Nota 2.2 se revelan las areas que implican un mayor grado de juicio o
complejidad o las areas donde las hipotesis y estimaciones son significativas para los estados financieros
intermedios consolidados.
Los presentes estados financieros intermedios consolidados han sido elaborados y formulados par el Consejo
de Administracion el 08 de enero de 2018.
Asimismo, el Consejo de Administracion de Ia Sociedad Dominante, considerando una potencial salida a balsa
de Ia Sociedad Dominante y par tanto Ia inclusion de estos estados financieros intermedios consolidados en el
correspondiente folleto de emision de acciones, ha considerado adecuado incluir determinados desgloses que el
marco de informacion financiera aplicable (NIIF-UE) solo requiere en el caso de entidades cotizadas como es el
caso de Ia informacion segmentada (Nota 5) o Ia informacion de las ganancias o perdidas par accion (nota 4).
Las cifras contenidas en estos estados financieros intermedios consolidados, se muestran en miles de euros
salvo mencion expresa.
2.1 Entrada en vigor de nuevas normas contables
Durante el ejercicio 2017 han entrada en vigor las siguientes normas e interpretaciones de aplicacion obligatoria,
ya adoptadas par Ia Union Europea, que, en caso de resultar de aplicacion, han sido utilizadas par el Grupo en
Ia elaboracion de Ia informacion adjunta al 30 de septiembre de 2017:
2.1.1 Nuevas normas, modificaciones e interpretaciones de aplicaci6n obligatoria en el ejercicio
10
Aplicacion
No aprobadas para su uso en Ia Union Europea obligatoria
ejercicios iniciados
Modificaciones de Ia NIC 7 Objetivo de facilitar a los usuarios de los 1 de enero de 2017
(publicada en enero 2016) estados financieros evaluar los cambios
en los pasivos derivados de las
actividades de financiacion.
Modificaciones de Ia NIC 12 Clarifica el reconocimiento de activos por 1 de enero de 2017
(publicada en enero 2016) impuesto diferido por perdidas no
realizadas.
1Las norm as anteriores no han tenido un impacto significative en los estados financieros intermedios
consolidados.
2.1.2 Nuevas normas, modificaciones e interpretaciones de aplicacion obligatoria en ejercicios

posteriores al ejercicio natural que comenzo el 1 de enero de 2017
A Ia fecha de formulacion de estos estados financieros intermedios consolidados, las siguientes normas e
interpretaciones habfan sido publicadas por el IASB pero no habfan entrado aun en vigor, bien porque su fecha
de efectividad es posterior a Ia fecha de los estados financieros intermedios consolidados, o bien porque no han
sido aun adoptadas par Ia Union Europea:
Aplicacion
Aprobadas para su uso en Ia Union Europea obligatoria ejercicios
iniciados a partir de:
NIIF 15 lngresos procedentes de Nueva norma de reconocimiento de Periodos anuales
contratos con clientes (publicada ingresos (Sustituye a Ia NIC 11, NIC 18, iniciados a partir del 1
en mayo de 2014) CINIIF 13, CINIIF 15, CINIIF 18 y SIC-31). de enero de 2018
NIIF 9 lnstrumentos financieros Sustituye a los requisites de clasificacion, 1 de enero de 2018
(ultima fase publicada en julio de valoracion, reconocimiento y baja en
2014). cuentas de actives y pasivos financieros, Ia
contabilidad de coberturas y deterioro de
NIC 39.
A Ia fecha actual, el Grupo ha realizado una evaluacion preliminar de los impactos de las normas contables que
entran en vigor a partir del 2018, en especial de Ia NIIF 15 y NIIF 9. El Grupe aplicara estas normas de forma
prospectiva. De los impactos que Ia aplicacion futura de estas normas podrfa tener en las cuentas consolidadas
una vez entren en vigor, se ha concluido que los impactos de estas normas no seran significativos.
2.1.3. Normas, modificaciones e interpretaciones a las normas existentes que no pueden adoptarse
anticipadamente o que no han sido adoptadas por Ia Union Europea
A Ia fecha de formulacion de estes estados financieros intermedios consolidados, el IASB y el IFRS

Interpretations Committee habfan publicado las normas, modificaciones e interpretaciones que se detallan a
continuacion, que estan pendientes de adopcion por parte de Ia Union Europea.
NIIF 10 (Modificacion) y NIC 28 (Modificacion) "Venta o aportacion de activos entre un inversor y sus
asociadas o negocios conjuntos"
NIIF 2 (Modificacion) "Ciasificacion y valoracion de las transacciones con pagos basados en accion
NIIF 4 (Modificacion) "Aplicando Ia NIIF 9 "lnstrumentos financieros" con Ia NIIF 4 "Contratos de seguro"
Mejoras Anuales de las Nil F. Cicio 2014-2016: Las modificaciones afectan a NIIF 1, NIIF 12 y NIC 28 y aplicaran
a los ejercicios anuales que comiencen a partir de 1 de enero de 2018 en el caso de las modificaciones a las
NIIF 1 y NIC 28 y 1 de enero de 2017 para las correspondientes a Ia NIIF 12, todas elias sujetas a su adopcion
porIa UE. Las principales modificaciones se refieren a:
NIIF 1, "Adopcion por primera vez de las Normas lnternacionales de Informacion Financiera":
Eliminacion de las exenciones a corto plazo para las entidades que adoptan NIIF por primera vez.
NIIF 12, "Revelacion de participaciones en otras entidades": Aclaracion sobre el alcance de Ia Norma.
NIC 28, "lnversiones en entidades asociadas yen negocios conjuntos": Valoracion de una inversion en
una asociada o un negocio conjunto a valor razonable
11
NIC 40 (Modificacion) "Transferencias de inversiones inmobiliarias"
CINIIF 22 ''Transacciones y contraprestaciones anticipadas en moneda extranjera"
NIIF 17 "Contratos de seguros"
CINIIF 23, "lncertidumbre sabre el tratamiento del impuesto sabre las ganancias"
Adicionalmente, el Grupo ha evaluado el impacto que existiria en las cuentas anuales y estados financieros
intermedios consolidados Ia aplicacion de Ia NIIF 16, no siendo significative al no tener gastos por arrendamientos
operativos materiales.
2.2 Estimaciones y juicios significativos
En los presentes estados financieros consolidados adjuntos se han utilizado ocasionalmente estimaciones
realizadas por Ia Direccion de Ia Sociedad Dominante y de las entidades consolidadas para cuantificar algunos
de los activos, pasivos, ingresos, gastos y compromises que figuran registrados en elias. Basicamente, estas
estimaciones, realizadas en funcion de Ia mejor informacion disponible, se refieren a los siguientes aspectos:
Determinacion de las provisiones.
El grupo hace estimaciones y juicios, basados en informacion obtenida de expertos independientes y Ia

propia experiencia del Grupo en base a informacion historica, en relacion a todas las provisiones tales
como:
o Provisiones relacionadas con activos financieros (Nota 10)
o Provisiones para riesgos y gastos (Nota 13)
Estimacion de valores razonables de activos inmobiliarios
El valor de mercado de las existencias ha sido obtenido de las valoraciones efectuadas por expertos
independientes al 30 de septiembre de 2017. Dichas valoraciones se realizan de acuerdo con los
criterios establecidos por "The Royal Institution of Chartered Surveyors" (RICS), metodos detallados en
las notas 2.8a y 2.8b para inversiones inmobiliarias (nota 6) y existencias (nota 9), respectivamente.
En relacion con los activos y pasivos valorados a valor razonable, el Grupo ha seguido Ia jerarquia
definida en Ia NIIF 13 para su clasificacion en funcion de los datos de entrada utilizados en Ia valoracion
de los mismos y de su observabilidad en mercado.
De acuerdo con Ia nueva normativa NIIF 13, el nivel jerarquico al que se clasifica un activo o pasivo en
su totalidad (Nivel1, Nivel 2 o Nivel 3) se determina en funcion del data de entrada relevante empleado
en Ia valoracion mas bajo dentro de Ia jerarquia de valor razonable. En caso de que los datos de entrada
utilizados para medir el valor razonable de un activo o pasivo pueden clasificarse dentro de los diferentes
niveles, Ia medicion del valor razonable se clasifica en su totalidad en el mismo nivel de Ia jerarquia de
valor razonable que el data de entrada de nivel mas bajo que sea significative para Ia medicion del valor.
o Nivel 1: Precios cotizados (sin ajustar) en mercados activos para activos o pasivos identicos a
los que Ia entidad puede acceder en Ia fecha de Ia valoracion.
o Nivel 2: Datos distinguidos de los precios cotizados incluidos en el Nivel 1 que son observables
para los activos o pasivos, directa o indirectamente a traves de tecnicas de valoracion que
emplean datos observables del mercado.
o Nivel 3: Datos de entrada no observables en mercado para el activo o pasivo.
Clasificacion de los activos inmobiliarios
El Grupo analiza de forma individualizada Ia clasificacion de sus activos inmobiliarios considerando

existencias aquellos activos que seran desarrollados y promocionados o vendidos en el curso ordinaria
de sus actividades de negocio e inversiones inmobiliarias aquellos activos destinados a Ia explotacion
(mediante su arrendamiento) o terrenos cuyo uso no ha sido determinado. El Grupo gestiona su cartera
de activos de acuerdo a planes de negocio quinquenales aprobados por el Consejo de Administracion.
Adicionalmente, aplicara las politicas de las reclasificaciones entre epigrafes descritas en las notas 2.8.a
y b.
12
Recuperacion de los activos por impuestos diferidos
La recuperabilidad de los activos por impuestos diferidos se evalua en el momenta en que se generan,
y posteriormente en cada fecha de balance, de acuerdo a Ia evolucion de los resultados del Grupo
previstos en el plan de negocio del mismo. En particular, en Ia evaluacion de Ia recuperabilidad de los
activos por impuestos diferidos se ha tenido en cuenta, entre otros, las sinergias que se deriven de Ia
consolidacion fiscal, asi como Ia estimacion de beneficios fiscales futuros en base al plan de negocios
del Grupo. Dicho plan de negocios se basa en las hipotesis de crecimiento de ingresos y margenes
asociadas durante los proximos 5 alios, generados principalmente por el desarrollo de Ia cartera de
suelo del Grupo (aproximadamente 72% del suelo es residencial y el 28% comercial), con valoracion a
30 de septiembre asciende a 2.254.027 miles de euros, y Ia venta de promociones hasta 2023. A fecha
de formulacion el Grupo cuenta con un banco de suelos con capacidad para 37.500 viviendas y se
esperan crecimientos anuales de las ventas que se veran acentuadas a partir del afio 2020, alcanzando
facturaciones que oscilaran entre los 1.000 y 1.500 millones de euros.
Sin perjuicio de que los criterios de estimacion se basan en apreciaciones racionales y con fundamento en
elementos objetivos de analisis, es posible que acontecimientos que puedan tener Iugar en el futuro obliguen a
modificarlas (al alza o a Ia baja) en los proximos periodos o ejercicios; lo que se haria, en el caso de ser preciso
y conforme a lo establecido en Ia NIC 8, de forma prospectiva reconociendo los efectos del cambia de estimacion
en Ia cuenta de perdidas y ganancias consolidada de los periodos o ejercicios afectados.
2.3 Comparaci6n de Ia informacion
La informacion contenida en los presentes estados financieros intermedios consolidados correspondientes al

ejercicio 2016 se presenta unica y exclusivamente, a efectos comparatives con Ia informacion relativa al periodo
de nueve meses terminado el 30 de septiembre de 2017.
Con el objetivo de homogeneizar Ia presentacion del resultado de explotacion hemos clasificado el importe de
cambios en el valor razonable de las inversiones inmobiliarias del periodo de 9 meses finalizado el 30 de
septiembre de 2016 como tal reclasificandolo desde el epigrafe de otros resultados.
Adicionalmente, y con el objetivo de homogeneizar Ia presentacion de las partidas del activo y pasivo corriente
se han realizado diferentes reclasificaciones presentando los creditos y las deudas con las administraciones
publicas bajo el epigrafe de "Cuentas comerciales y otras cuentas a cobrar" y "Acreedores comerciales y otras
cuentas a pagar", respectivamente.
En las cuentas anuales de 31 de diciembre de 2016 Ia Sociedad presento el valor de las existencias netas de
los deterioros historicos. A los efectos de facilitar Ia comprension de los estados financieros consolidados
intermedios, los Administradores presentan Ia informacion relativa a existencias por su valor en Iibras de manera
independiente a los deterioros asociadas.
La informacion a 30 de septiembre de 2017 se ha elaborado aplicando las mismas politicas contables que las
empleadas a 31 de diciembre de 2016 y 30 de septiembre de 2016, no estando esta ultima informacion ni
auditada ni revisada.
2.4 Correcci6n de errores
En los estados financieros intermedios consolidados a 30 de septiembre de 2017 no se han producido

correcciones de errores significativos.
2.5 Estacionalidad de las transacciones del Grupo
Dadas las actividades a las que se dedican las Sociedades del Grupo, las transacciones del mismo no cuentan
con un caracter ciclico o estacional relevante. Por este motivo no se incluyen desgloses especificos en las
presentes notas explicativas de los estados financieros intermedias consolidados a 30 de septiembre de 2017.
2.6 lmportancia relativa
AI determinar Ia informacion a desglosar en las presentes notas explicativas sobre las diferentes partidas de los
estados financieros u otros asuntos, el Grupo, ha tenido en cuenta Ia importancia relativa en relacion con los
2. 7 Moneda funcional
13
El euro es Ia moneda en Ia que se presentan los estados financieros intermedios consolidados, parser esta Ia
moneda funcional en el entorno en el que opera el Grupo.
2.8 Normas de valoraci6n

En Ia elaboracion de los presentes estados financieros intermedios consolidados del Grupo correspondientes al
periodo finalizado al 30 de septiembre de 2017, se han aplicado los siguientes principios, polfticas contables y
criterios de valoracion:
a. lnversiones inmobiliarias
La propiedad que se mantiene para Ia obtencion de rentas a largo plaza o para Ia revalorizacion del capital
o de ambos, y que no esta ocupado par las empresas del Grupo, se clasifica como Ia inversion inmobiliaria.
Las inversiones inmobiliarias comprenden edificios de oficinas, naves logisticas y demas estructuras en
propiedad. La inversion inmobiliaria tambien incluye Ia propiedad que esta siendo construida o sera
desarrollada para usa futuro como inversion inmobiliaria.
Las inversiones inmobiliarias se valoran inicialmente par su coste, incluyendo los castes de transaccion
relacionados y castes de financiacion, si fueran de aplicacion. Despues del reconocimiento inicial, las
inversiones inmobiliarias se contabilizan par su valor razonable.
El valor razonable de las inversiones inmobiliarias refleja, entre otras casas, los ingresos par rentas de
arrendamientos y otras hipotesis que participantes en el mercado considerarian al valorar Ia propiedad en
las condiciones actuales del mercado.
Los gastos posteriores se capitalizan al valor en Iibras del activo solo cuando es probable que los beneficios
economicos futuros asociadas con el gasto fluyan al Grupo y el coste del elemento puede ser valorado de
manera fiable. El resto de gastos de reparaciones y mantenimiento se registran en Ia cuenta de resultados
cuando se incurren. Cuando se sustituye parte de una inversion inmobiliaria, el valor en Iibras de Ia parte
reemplazada es dado de baja.
Si Ia valoracion obtenida para una propiedad mantenida en arrendamiento es neto de todos los pagos que se
espera que sea hecho, cualquier pasivo registrado par separado en el balance al respecto de arrendamiento se
ariade de nuevo a llegar al valor en Iibras de Ia inversion inmobiliaria para los fines contables.
Los cambios en el valor razonable se reconocen en el estado de resultados consolidado, Ia determinacion

del valor razonable de las mismas se ha descrito en nota 6. Las inversiones inmobiliarias son dadas de baja
cuando se han dispuesto.
Cuando el Grupo dispone de una propiedad a su valor razonable en una transaccion en condiciones de
independencia mutua, el valor de Iibras inmediatamente antes de Ia venta se ajusta al precio de Ia
transaccion, y el ajuste es registrado en Ia cuenta de resultados dentro de Ia ganancia neta del ajuste del
valor razonable de las inversiones inmobiliarias.
Si una inversion inmobiliaria se convierte en propiedad ocupada par sus propietarios, esta se reclasifica
como inmovilizado material. Su valor razonable a Ia fecha de reclasificacion se convierte en su coste para
los efectos contables posteriores.
Si un elemento de propiedades ocupadas par sus propietarios se convierte en una inversion inmobiliaria, ya
que su usa ha cambiado, Ia diferencia resultante entre el valor contable y el valor razonable de este elemento
en Ia fecha de transferencia es tratada de Ia misma forma que una revaluacion segun Ia NIC 16. Cualquier
incremento resultante en el valor de Iibras de Ia propiedad se reconoce en Ia cuenta de resultados en Ia
medida que reverte una perdida par deterioro anterior, con cualquier incremento que queda reconocido en
otro resultado global y aumento directamente al patrimonio en Ia reserva par revaluacion. Cualquier
disminucion resultante en el valor de Iibras de Ia propiedad se reconoce inicialmente en otro resultado global
contra cualquier reserva de revalorizacion reconocida previamente, con disminucion restante reconocido en
Ia cuenta de resultados.
Cuando una inversion inmobiliaria se somete a un cambia de su usa, evidenciado par el inicio de un desarrollo
inmobiliario sabre Ia inversion inmobiliaria para su posterior venta, Ia propiedad se transfiere a las existencias.
El coste atribuido de propiedad para su posterior contabilizacion como existencias es su valor razonable a Ia
fecha del cambia de su usa. Adicionalmente, tendra Iugar una transferencia entre existencias e inversiones
inmobiliarias cuando hay un cambia en el usa de un activo evidenciado par el comienzo de un contrato de
arrendamiento sabre el mismo. Cuando el Grupo decide Ia venta de un activo clasificado en inversiones
inmobiliarias sin desarrollo inmobiliario posterior, se mantiene clasificado como inversion inmobiliaria hasta
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su venta. El Grupo, atendiendo a Ia definicion de inversion inmobiliaria de acuerdo con Ia NIC 40, ha
clasificado como inversiones inmobiliarias aquellos terrenos que se tiene para un usa futuro no determinado
b. Existencias
Este epfgrafe del balance intermedio consolidado recoge los activos que las entidades consolidadas:
1. Mantienen para su venta en el curso ordinaria de su negocio.

2. Tienen en procesos de produccion, construccion o desarrollo con dicha finalidad.
3. Preven consumirlos en el proceso de produccion o en Ia prestacion de servicios.
El Grupo considera que sus existencias no cumplen los requisites de Ia NIC 40 para su consideracion como
inversiones inmobiliarias. Consecuentemente, se consideran existencias los terrenos y demas propiedades
que se mantienen para su venta una vez se integra en una promocion inmobiliaria, asf como todos aquellos
suelos destinados a ser promocionados y/o vendidos en el curso normal del riegocio.
Los terrenos y solares se valoran a su precio de adquisicion, incrementando par los castes de las obras de
urbanizacion, si los hubiere, los gastos relacionados con Ia compra (lmpuesto de Transmisiones
Patrimoniales, gastos de Registro, ... ) y los gastos financieros incurridos en el periodo de ejecucion de las
obras de urbanizacion, o su valor de realizacion, el menor.
Se consideran como obras en curso los castes incurridos en las promociones inmobiliarias, o parte de las
mismas, cuya construccion no se ha finalizado a Ia fecha de cierre del ejercicio. En estos castes se incluyen
los correspondientes al solar, urbanizacion y construccion, Ia activacion de· los gastos financieros incurridos
durante el periodo de construccion, asi como otros castes directos e indirectos imputables a los mismos. Los
gastos comerciales se cargan en el estado de resultados consolidado del periodo en que se incurren.
El importe activado de gastos financieros a 30 de septiembre de 2017 ha ascendido a 78 miles de euros (0

miles a 30 de septiembre de 2016), y se registra en el estado de resultados intermedio consolidado minorando
el resultado financiero, correspondiente a gastos asociadas a promociones en curso.
Las sociedades del Grupo siguen el criteria de transferir los castes acumulados de "Obra en curso de
construccion" a "lnmuebles terminados" correspondientes a aquellas promociones, o parte de las mismas,
para las que Ia construccion este terminada.
Las existencias incorporadas al Grupo en virtud de las aportaciones realizadas en el contexto de las
operaciones descritas en Ia Nota 1 se registraron de Ia siguiente manera;
Constitucion de Metrovacesa Suelo y Promocion, S.A. y sociedades dependientes en el contexto de Ia

segregacion de rama de actividad de Metrovacesa, S.A. (Nota 1.a):
o En las operaciones entre empresas del grupo en las que intervenga Ia Sociedad Dominante
del mismo o Ia Dominante de un subgrupo y su dependiente, directa o indirectamente, los
elementos constitutivos del negocio adquirido se valoran par el importe que corresponderia a
los mismos, una vez realizada Ia operacion, en las cuentas anuales consolidadas del grupo o
subgrupo consolidadas segun corresponda (valores predecesores).
Ampliacion de capital no dineraria (Nota 1.c1)
o lnicialmente par el valor asignado a las mismas en las correspondientes escrituras de

aportacion, el cual coincidfa con el valor de tasacion par el que estas existencias se
encontraban valoradas en el momenta de Ia transaccion.
Se consideran existencias de ciclo corto aquellas para las que Ia fecha prevista de desarrollo y promocion
no supere los 36 meses.
El coste de las obras en curso y terminadas se reduce a su valor de mercado dotando, en su caso, Ia
provision par depreciacion correspondiente. En cambia, si el valor razonable es superior al valor neto del
coste, se mantiene el valor del coste.
El valor de mercado de las existencias del Grupo al 30 de septiembre de 2017, es calculado en funcion de
las valoraciones realizadas par los expertos independientes no vinculados al Grupo, "Savills Consultores
lnmobiliarios" y "CBRE Group". Sus valoraciones se realizan de acuerdo con los Estandares de Valoracion y
Tasacion publicados par Ia Royal Institute of Chartered Surveyors (RICS) de Gran Bretaria, y de acuerdo con
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los Estandares lnternacionales de Valoracion (IVS) publicados par el Comite lnternacional de Estandares de
Valoracion (IVSC).
Para el calculo de dicho valor razonable, el metoda principal utilizado es el metoda residual dinamico para
todas las existencias de terrenos y producto en curso y terminado. Este metoda consiste en estimar el valor
del producto final apoyandose en el metoda de comparacion o de descuento de flujo de caja, y de este valor
se restan los castes de desarrollos que incluyen el coste de urbanizacion, de construccion, honorarios, tasas,
etc., asi como el beneficia de promotor para estimar el valor residual.
Los ingresos y castes se distribuyen en el tiempo segun los periodos de desarrollos y de ventas estimados par
el valorador. Se utiliza como tipo de actualizacion aquel que represente Ia rentabilidad media anual del
proyecto, sin tener en cuenta financiacion ajena, que obtendria un promotor media en una promocion de las
caracteristicas de Ia analizada. Este tipo de actualizacion se calcula sumando al tipo libre de riesgo, Ia prima
de riesgo (determinada mediante Ia evaluacion del riesgo de Ia promocion teniendo en cuenta el tipo de activo
inmobiliario a construir, su ubicacion, liquidez, plaza de ejecucion, asi como el volumen de Ia inversion
necesaria).
Los valores clave, par tanto, son los precios de venta y Ia tasa interna de rentabilidad. En cumplimiento con Ia
normativa Ia Direccion ha realizado un trabajo de sensibilidades (nota 9) considerando como hipotesis clave
los precios de venta y las tasas internas de rentabilidad donde implicitamente se recoge Ia variable tiempo.
Dado el caracter incierto que tiene cualquier informacion basada en expectativas futuras, se podrian producir
diferencias entre los resultados proyectados considerados a los efectos de Ia realizacion de las mencionadas
estimaciones de los valores recuperables de las existencias y los reales, lo que podria dar Iugar a modificar
las mismas (al alza o a Ia baja) en los proximos ejercicios, lo que, y tal y como se ha descrito en Ia nota 2.2 se
realizaria, en su caso, de forma prospectiva.
A 30 de septiembre de 2017, en el marco de Ia elaboracion de su plan de negocio yen funcion de Ia estrategia

acordada par los administradores, el grupo ha realizado un estudio pormenorizado de sus activos acometiendo
un plan de negocio individualizado para cada uno partiendo del analisis particular de su realidad, adaptando
los plazas de comercializacion y precios a su propia singularidad con premisas conservadoras que han traido
consigo dotaciones adicionales y que se encuentran dentro de los rangos admisibles sectorial mente aceptados
de oscilacion posible en las valoraciones realizadas par terceros que habian sido tomadas como referenda en
periodos anteriores.
Como se ha mencionado anteriormente Ia totalidad de Ia cartera de suelos ha sido valorada par dos expertos
independientes, habiendose tornado dicho valor como referenda a Ia hora de evaluar deterioros contables a
registrar.
Las valoraciones se han realizado a traves de un analisis individualizado de cada uno de los activos
considerandose las calidades edificatorias previstas en los mismos que a su vez determinan los castes de
contratacion y los rangos de precios de venta asociadas a estos. Asimismo, se han considerado
individualmente par activo los periodos medias previstos en Ia consecucion de las diferentes figuras de
planeamiento, gestion y disciplina urbanistica, asi como los periodos medias constructivos de cada promocion
en funcion de Ia tipologia y densidad edificatoria.
Par ultimo se ha llevado a cabo el calculo de Ia tasa de descuento asociada a cada proyecto, las tasas varian
en funcion del estadio de desarrollo del activo (suelo sin iniciar su desarrollo, en construccion, con preventas ... )
asci lando en terminos generales entre el 10% para suelos finalistas y el 20% para suelos en gestion antes de
impuestos.
Existen adicionalmente otros parametres que son fijos en todas y cada una de las valoraciones realizadas
siendo los principales los siguientes.
No se han considerado ventas anticipadas antes del inicio de Ia construccion de promociones
Se han estimado que el 80%-100% de las ventas (preventas sabre plano) se llevaran a cabo durante Ia
construccion de las promociones, llevandose a cabo las ventas restantes dentro de unos maximos en
terminos generales de entre 12 - 20 meses posteriores a Ia finalizacion de las mismas.
No se han considerado incrementos de precios de venta respecto a los precios de mercado existente a Ia
fecha actual.
Se estima que entre el tiempo necesario para Ia redaccion del proyecto y consecucion de Ia licencia de
obra construccion y entrega del proyecto, como Ia finalizacion de Ia comercializacion y venta de las
unidades pueden transcurrir entre 30 y 36 meses.
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Para uno de los ambitos, los valoradores han asumido un supuesto especial para Ia valoracion del suelo de
ese ambito. Por problemas urbanisticos el plan general de dicho ambito fue anulado por el organismo territorial
correspondiente. Se ha establecido Ia hipotesis especial de que se apruebe un nuevo plan general con
contenidos y desarrollos semejantes al declarado nulo. La direccion considera esta hipotesis razonable con
base en el hecho de que Ia declaracion de nulidad proviene de defectos formales y no materiales, asi como en
base al ambito temporal estimado. El importe de las existencias valoradas bajo este supuesto asciende a
38.046 miles de euros. Para este ambito donde el tiempo de inicio de construccion es Ia hipotesis clave se ha
realizado un analisis de sensibilidad asumiendo un retraso de 12 meses sabre Ia hipotesis adoptada. Dicho
retraso conllevaria una reduccion del valor actual en un 17% aproximadamente, registrandose un deterioro
adicional de 6.459 miles de euros en el epigrafe de "Variaciones de las provisiones de trafico" del estado de
resultados intermedio consolidado.
La direccion efectua una revision de los modelos de valoracion verificandose Ia razonabilidad de ratios tales
como el porcentaje de suelo sabre producto terminado, el beneficia sabre el coste de produccion o el beneficia
obtenido en funcion de las ventas.
Todas las estimaciones del valor razonable que resultan para las existencias se incluyen en el nivel 3.
c. lnstrumentos financieros
Activos financieros
Prestamos v partidas a cobrar
Los prestamos y partidas a cobrar son activos financieros no derivados con cobras fijos o determinables que
no cotizan en un mercado activo y se incluyen en activos corrientes, excepto para vencimientos superiores
a 12 meses desde Ia fecha del balance intermedio consolidado, que se clasifican como activos no corrientes.
Los prestamos y partidas a cobrar se incluyen en "Deudores comerciales y otras cuentas a cobrar" en el
balance intermedio consolidado.
Estos activos financieros se valoran inicialmente por su valor razonable, incluidos los castes de transaccion
que les sean directamente imputables, y posteriormente a coste amortizado reconociendo los intereses
devengados en funcion de su tipo de interes efectivo, entendido como el tipo de actualizacion que iguala el
valor en Iibras del instrumento con Ia totalidad de sus flujos de efectivo estimados hasta su vencimiento. No
obstante lo anterior, los creditos por operaciones comerciales con vencimiento no superior a un ario se
valoran, tanto en el momenta de reconocimiento inicial como posteriormente, por su valor nominal siempre
que el efecto de no actualizar los flujos no sea significative.
AI menos al cierre del ejercicio, se efectuan las correcciones valorativas necesarias por deterioro de valor
si existe evidencia objetiva de que nose cobraran todos los importes que se adeudan.
El importe de Ia perdida por deterioro del valor es Ia diferencia entre el valor en Iibras del activo y el valor
actual de los flujos de efectivo futuros estimados, descontados al tipo de interes efectivo en el momenta de
reconocimiento inicial. Las correcciones de valor, asi como en su caso su reversion, se reconocen en Ia
cuenta de resultados.
Efectivo y equivalentes al efectivo
El efectivo y equivalentes al efectivo incluyen el efectivo en caja, los depositos a Ia vista en entidades de
credito, otras inversiones a corto plaza de gran liquidez con un vencimiento original de tres meses o menos.
Pasivos financieros
Debitos v partidas a pagar
Esta categoria incluye debitos por operaciones comerciales y debitos por operaciones no comerciales.
Estos recursos ajenos se clasifican como pasivos corrientes, a menos que Ia Sociedad tenga un derecho
incondicional a diferir su liquidacion durante al menos 12 meses despues de Ia fecha del balance.
Estas deudas se reconocen inicialmente a su valor razonable ajustado por los castes de transaccion
directamente imputables, registrandose posteriormente por su coste amortizado segun el metoda del tipo
de interes efectivo. Dicho interes efectivo es el tipo de actualizacion que iguala el valor en Iibras del
instrumento con Ia corriente esperada de pagos futuros previstos hasta el vencimiento del pasivo.
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No obstante lo anterior, los debitos por operaciones comerciales con vencimiento no superior a un ario y
que no tienen un tipo de interes contractual se valoran, tanto en el momenta inicial como posteriormente,
por su valor nominal cuando el efecto de no actualizar los flujos de efectivo no sea significativo.
Deuda financiera
Las deudas financieras se reconocen inicialmente por su valor razonable menos los castes de Ia transaccion
en los que se haya incurrido. Posteriormente, las deudas financieras se valoran por su coste amortizado;
cualquier diferencia entre los fondos obtenidos (netos de los castes necesarios para su obtencion) y el valor
de reembolso se reconoce en Ia cuenta de resultados durante Ia vida de Ia deuda de acuerdo con el metoda
del coste amortizado.
d. Anticipos de c/ientes
Anticipos de clientes: Los importes percibidos de clientes a cuenta de ventas futuras de suelos y/o
edificaciones tanto en efectivo como en efectos comerciales, en tanto en cuanto no se produce el
reconocimiento de Ia venta en los terminos descritos anteriormente, se registran, en su caso, como anticipos
recibidos en el epfgrafe "Anticipos de clientes" del pasivo.
e. Provisiones
Los estados financieros intermedios consolidados del Grupo recogen todas las provisiones significativas
con respecto a las cuales se estima que Ia probabilidad de que se tenga que atender Ia obligacion es mayor
que de lo contrario. Los pasivos contingentes no se reconocen en las cuentas anuales consolidadas, sino
que se informa sabre los mismos, conforme a los requerimientos de Ia NIC 37.
Las provisiones (que se cuantifican teniendo en consideracion Ia mejor informacion disponible sabre las
consecuencias del suceso en el que traen su causa y son reestimadas con ocasion de cada cierre contable)
se utilizan para afrontar las obligaciones especfficas para las cuales fueron originalmente reconocidas,
procediendose a su reversion, total o parcial, cuando dichas obligaciones dejan de existir o disminuyen.
Procedimientos judicia/es v!o reclamaciones en curso
A 30 de septiembre de 2017 se encontraban en curso distintos procedimientos judiciales y reclamaciones

entablados contra las entidades consolidadas con origen en el desarrollo habitual de sus actividades. Tanto
los asesores legales del Grupo como sus Administradores entienden que las provisiones constituidas son
suficientes y que Ia conclusion de estos procedimientos y reclamaciones no producin3 un efecto adicional
significativo en los estados financieros intermedios consolidados de los ejercicios en los que finalicen.
Provisiones por qarantfa
Las provisiones para castes de garantias, especialmente los gastos de postventa, otros castes y Ia garantia
decenal establecida en Ia regulacion espanola para empresas inmobiliarias, se reconocen en Ia fecha de Ia
venta de los productos pertinentes, segun Ia mejor estimacion del gasto necesario para liquidar el probable
pasivo del Grupo.
f. lmpuesto sobre las ganancias
Regimen General
El gasto por el impuesto sabre las ganancias se reconoce en Ia cuenta de resultados intermedia consolidada,
excepto cuando sea consecuencia de una transaccion cuyos resultados se registran directamente en el
patrimonio neto, en cuyo supuesto el impuesto sabre beneficios tambien se registra en el patrimonio neto.
El gasto por impuesto sabre las ganancias del ejercicio se calcula sabre Ia base imponible del ejercicio. La
base imponible difiere del resultado neto presentado en Ia cuenta de resultados intermedia consolidada
porque excluye partidas de ingresos o gastos que son gravables o deducibles en otros ejercicios y excluye
ademas partidas que nunca lo son. El pasivo del Grupo en concepto de impuestos corrientes se calcula
utilizando tipos fiscales que han sido aprobados o practicamente aprobados en Ia fecha del balance de
situacion consolidado.
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Los activos y pasivos por impuestos diferidos son aquellos impuestos que se prevEm recuperables o pagaderos
calculados sabre las diferencias entre los importes en Iibras de los activos y pasivos en los estados financieros
y las bases imponibles correspondientes utilizadas en el calculo de Ia ganancia fiscal, y se contabilizan
utilizando el metoda del pasivo en el balance de situaci6n consolidado y se cuantifican aplicando a Ia diferencia
temporal o credito que corresponda el tipo de gravamen al que se espera recuperarlos o liquidarlos.
Se reconoce un activo o pasivo por impuestos diferidos para las diferencias temporales derivadas de
inversiones en sociedades dependientes y empresas asociadas, y de participaciones en negocios
conjuntos, salvo cuando el Grupo puede controlar Ia reversion de las diferencias temporales y es probable
que estas no sean revertidas en un futuro previsible.
No obstante lo anterior:
i. Los activos par impuestos diferidos solamente se reconocen en el caso de que se considere probable
que las entidades consolidadas vayan a tener en el futuro suficientes ganancias fiscales contra las que
poder hacerlos efectivos.
ii. En ningun caso se registran impuestos diferidos con origen en los fondos de comercio aflorados en una
adquisici6n.
Con ocasi6n de cada cierre contable, se revisan los impuestos diferidos registrados (tanto activos como
pasivos) con objeto de comprobar que se mantienen vigentes, efectuandose las oportunas correcciones a
los mismos de acuerdo con los resultados de los analisis realizados.
La Junta General de Accionistas de Ia Sociedad Dominante aprob6 acogerse en el ejercicio 2016 al regimen
de consolidaci6n fiscal regulado en el Capitulo VII, del Titulo VII, del Real Decreta Legislative 4/2004, de 5
de marzo, de conformidad con lo establecido en el articulo 70 del Texto Refundido de Ia Ley dellmpuesto
sabre Sociedades, para el periodo impositivo que se inici6 el 1 de enero de 2016 y para los sucesivos
periodos impositivos, en tanto reuna, junto con sus sociedades dependientes, los requisites que para ella
se preven en Ia Ley para acogerse.
El grupo de consolidaci6n fiscal esta formado por Ia sociedad matriz y todas las sociedades dependientes,
an6nimas o limitadas, residentes en territorio espariol yen las que Ia matriz tenga una participaci6n, directa
o indirecta de al menos el 75 % del capital (vease Anexo I)
g. lngresos y gastos
Los ingresos y gastos se imputan en funci6n del devengo.
Concretamente, los ingresos se calculan al valor razonable de Ia contraprestaci6n cobrada o a cobrar y

representan los importes a cobrar por los bienes entregados y los servicios prestados en el marco ordinaria
de Ia actividad, menos descuentos, IVA y otros impuestos relacionados con las ventas.
El Grupo reconoce los ingresos cuando el importe de los mismos se puede valorar con fiabilidad y sea
probable que los beneficios econ6micos futuros vayan a fluir a las sociedades del Grupo. No se considera
que se puede valorar el importe de los ingresos con fiabilidad hasta que no se han resuelto todas las
contingencias relacionadas con Ia venta.
Venta de promociones inmobiliarias y suelos
Por lo que se refiere a las ventas de promociones inmobiliarias y suelos, las sociedades del Grupo siguen
el criteria de reconocer las ventas y el coste de las mismas cuando se han entregado los inmuebles y Ia
propiedad de estos ha sido transferida, que habitualmente resulta en Ia fecha en Ia que se escritura Ia
compraventa.
Alquileres
Los ingresos por alquileres se registran en funci6n de su devengo, distribuyendose linealmente los
beneficios en concepto de incentives y los castes iniciales de los contratos de arrendamiento.
lngresos por intereses
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Los ingresos par intereses se devengan siguiendo un criteria temporal, en funci6n del principal pendiente de
cobra y el tipo de interes efectivo aplicable, que es el tipo que descuenta exactamente los futures recibos en
efectivo estimados a lo largo de Ia vida prevista del activo financiero del importe en Iibras neto de dicho activo.
lngresos por dividendos
Los ingresos por dividendos se reconocen cuando se establece el derecho a recibir el pago.
Los ingresos por dividendos procedentes de inversiones se reconocen cuando los derechos de los
accionistas a recibir el pago han sido establecidos.
h. Costes por intereses
Los castes por intereses directamente imputables a Ia adquisici6n, construcci6n o producci6n de

promociones inmobiliarias o inversiones inmobiliarias se ariaden al coste de dichos actives, hasta el
momenta en que los actives esten sustancialmente preparados para su uso o venta previstos. Los ingresos
procedentes de inversiones obtenidos en Ia inversion temporal de prestamos especfficos que aun no se han
invertido en actives cualificados se deducen de los castes por intereses aptos para Ia capitalizaci6n.
Los demas castes por intereses se reconocen en Ia cuenta de perdidas y ganancias consolidada en el
periodo en que se incurren
i. Capital Social
El capital social esta representado por acciones ordinarias.

Los castes de emisi6n de nuevas acciones u opciones se presentan directamente contra el patrimonio neto,
como menores reservas.
j. Consolidaci6n
Dependientes
Dependientes son todas las entidades (incluidas las entidades estructuradas) sabre las que el Grupo tiene
control. El Grupo controla una entidad cuando esta expuesto, o tiene derecho, a obtener unos rendimientos
variables por su implicaci6n en Ia participada y tiene Ia capacidad de utilizar su poder sabre ella para influir
sabre esos rendimientos. Las dependientes se consolidan a partir de Ia fecha en que se transfiere el control
al Grupo, y se excluyen de Ia consolidaci6n en Ia fecha en que cesa el mismo.
Para contabilizar las combinaciones de negocios el Grupo aplica el metoda de adquisici6n. La

contraprestaci6n transferida porIa adquisici6n de una dependiente se corresponde con el valor razonable de
los actives transferidos, los pasivos incurridos con los anteriores propietarios de Ia adquirida y las
participaciones en el patrimonio emitidas por el Grupo. La contraprestaci6n transferida incluye el valor
razonable de cualquier activo o pasivo que proceda de un acuerdo de contraprestaci6n contingente. Los
actives identificables adquiridos y los pasivos y pasivos contingentes asumidos en una combinaci6n de
negocios se valoran inicialmente a su valor razonable en Ia fecha de adquisici6n. Para cada combinaci6n de
negocios, el Grupo puede optar por reconocer cualquier participaci6n no Dominante en Ia adquirida por el
valor razonable o por Ia parte proporcional de Ia participaci6n no Dominante de los importes reconocidos de
los actives netos identificables de Ia adquirida.
Los castes relacionados con Ia adquisici6n se reconocen como gastos en el ejercicio en que se incurre en
elias.
Si Ia combinaci6n de negocios se realiza por etapas, el importe en Iibras en Ia fecha de adquisici6n de Ia

participaci6n en el patrimonio neto de Ia adquirida anteriormente mantenido por Ia adquirente se vuelve a
valorar al valor razonable en Ia fecha de adquisici6n; cualquier perdida o ganancia que surja de esta nueva
valoraci6n se reconoce en el resultado del ejercicio.
Cualquier contraprestaci6n contingente a transferir por el Grupo se reconoce a su valor razonable en Ia

fecha de adquisici6n. Los cambios posteriores en el valor razonable de Ia contraprestaci6n contingente que
se considere un activo o un pasivo se reconocen de acuerdo con Ia NIC 39 en resultados. La
contraprestaci6n contingente que se clasifique como patrimonio neto no se valora de nuevo y su liquidaci6n
posterior se contabiliza dentro del patrimonio neto.
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Se eliminan las transacciones inter-compafHa, los saldos y las ganancias no realizadas en transacciones entre
entidades del Grupo. Las perdidas no realizadas tambien se eliminan. Cuando ha sido necesario se han
ajustado los importes presentados por las dependientes para adecuarlos a las politicas contables del Grupo.
Asociadas
Asociadas son todas las entidades sabre las que el Grupo ejerce influencia significativa pero no tiene control
que, generalmente, viene acompariado por una participacion de entre un 20% y un 50% de los derechos de
voto. Las inversiones en asociadas se contabilizan por el metoda de participacion. Baja el metoda de Ia
participacion, Ia inversion se reconoce inicialmente a coste, y el importe en Iibras se incrementa o disminuye
para reconocer Ia participacion del inversor en los resultados de Ia invertida despues de Ia fecha de adquisicion.
La inversion del Grupo en asociadas incluye el fonda de comercio identificado en Ia adquisicion.
Si Ia participacion en Ia propiedad en una asociada se reduce pero se mantiene Ia influencia significativa,

solo Ia participacion proporcional de los importes previamente reconocidos en el otro resultado global se
reclasifica a resultados cuando es apropiado.
La participacion del Grupo en las perdidas o ganancias posteriores a Ia adquisicion de sus asociadas se
reconoce en Ia cuenta de resultados intermedia consolidada, y su participacion en los movimientos
posteriores a Ia adquisicion en el otro resultado global se reconoce en el otro resultado global con el
correspondiente ajuste al importe en Iibras de Ia inversion. Cuando Ia participacion del Grupo en las perdidas
de una asociada es igual o superior a su participacion en Ia misma, incluida cualquier otra cuenta a cobrar
no asegurada, el Grupo no reconoce perdidas adicionales, a menos que hubiera incurrido en obligaciones
legales o implicitas o realizados pagos en nombre de Ia asociada.
En cada fecha de presentacion de informacion financiera, el Grupo determina si existe alguna evidencia
objetiva de que se haya deteriorado el valor de Ia inversion en Ia asociada. Si este fuese el caso, el Grupo
calcula el importe de Ia perdida por deterioro del valor como Ia diferencia entre el importe recuperable de Ia
asociada y su importe en Iibras y reconoce el importe adyacente a "Ia participacion del beneficia I (perdida)
de una asociada" en Ia cuenta de resultados.
Las perdidas y ganancias procedentes de las transacciones ascendentes y descendentes entre el Grupo y
sus asociadas se reconocen en los estados financieros del Grupo solo en Ia medida que correspondan a
las participaciones de otros inversores en las asociadas no relacionados con el inversor. Las perdidas no
realizadas se eliminan a menos que Ia transaccion proporcione evidencia de perdida por deterioro del valor
del activo transferido. Las politicas contables de las asociadas se han modificado cuando ha resultado
necesario para asegurar Ia uniformidad con las politicas adoptadas por el Grupo.
Las perdidas y ganancias de dilucion surgidas en inversiones en asociadas se reconocen en Ia cuenta de

resultados.
Acuerdos conjuntos
El Grupo aplica NIIF 11 a todos los acuerdos conjuntos. Las inversiones en acuerdos conjuntos bajo NIIF
11 se clasifican como operaciones conjuntas o como negocios conjuntos, dependiendo de los derechos y
obligaciones contractuales de cada inversor. El Grupo ha evaluado Ia naturaleza de sus acuerdos conjuntos
y ha determinado que todos ellos sean clasificados como negocios conjuntos.
Los negocios conjuntos se contabilizan usando el metoda de Ia participacion (o "puesta en equivalencia"),

al igual que las Asociadas. Las ganancias no realizadas en transacciones entre el Grupo y sus negocios
conjuntos se eliminan en Ia medida de Ia participacion del Grupo en los negocios conjuntos. Las perdidas
no realizadas tambien se eliminan a menos que Ia transaccion proporcione evidencia de una perdida por
deterioro del valor del activo transferido. Las politicas contables de los negocios conjuntos se han
modificado cuando es necesario para asegurar Ia uniformidad con las politicas adoptadas por el Grupo.
Las operaciones conjuntas se integran por el metoda de consolidacion proporcional. El Grupo combina linea
por lfnea su participacion en los activos, pasivos, ingresos y gastos y flujos de efectivo de Ia entidad
controlada conjuntamente con aquellas partidas de sus cuentas que son similares. El Grupo reconoce en
sus cuentas anuales consolidadas Ia participacion en los beneficios o las perdidas procedentes de ventas
de activos del Grupo a las entidades controladas conjuntamente por Ia parte que corresponde a otros
partfcipes. El Grupo no reconoce su participacion en los beneficios o las perdidas de Ia entidad controlada
conjuntamente y que se derivan de Ia compra por parte del Grupo de activos de Ia entidad controlada
conjuntamente hasta que dichos activos nose venden a un tercero independiente. Se reconoce una perdida
21
en Ia transaccion de forma inmediata si Ia misma pone en evidencia una reduccion del valor neto realizable
de los activos corrientes, o una perdida par deterioro de valor.
En el Anexo I a estas notas se desglosan los datos de identificacion de los negocios conjuntos incluidos en
el peri metro de consolidacion par el metoda de participacion.
k. Transacciones con partes vinculadas

Las transacciones con partes vinculadas se contabilizan de acuerdo con las normas de valoracion
detalladas anteriormente.
Los precios de las operaciones realizadas con partes vinculadas se encuentran adecuadamente
soportados y documentados, par lo que los Administradores de Ia Sociedad Dominante consideran que no
existen riesgos que pudieran originar pasivos fiscales significativos.
I. Estado de flujos de efectivo intermedio consolidado
En el estado de flujos de efectivo intermedio consolidado se utilizan las siguientes expresiones en los
siguientes sentidos:
• Flujos de efectivo son las entradas y salidas de efectivo y equivalentes al efectivo.
• Actividades de explotacion son las actividades que constituyen Ia principal fuente de ingresos
ordinaries de Ia entidad, asi como otras actividades que no puedan ser calificadas como de
inversion o financiacion.
• Actividades de inversion son las de adquisicion y disposicion de activos a largo plaza, asi como
de otras inversiones no incluidas en el efectivo y los equivalentes al efectivo.
• Actividades de financiacion son las actividades que producen cambios en el tamario y

composicion de los capitales propios y de los prestamos tornados par parte de Ia entidad.
A efectos de Ia elaboracion del estado de flujos de efectivo intermedio consolidado, se ha

considerado como "efectivo y equivalentes de efectivo" Ia caja y depositos bancarios a Ia vista,
asi como aquellas inversiones a corto plaza de gran liquidez, que son facilmente convertibles
en importes determinados de efectivo, estando sujetos a un riesgo poco significative de
cambios en su valor.
m. Arrendamientos
Cuando una entidad del Grupo es el arrendatario - Arrendamiento operativo
Los arrendamientos en los que el arrendador conserva una parte importante de los riesgos y ventajas
derivados de Ia titularidad se clasifican como arrendamientos operatives. Los pagos en concepto de
arrendamiento operativo (netos de cualquier incentivo recibido del arrendador) se cargan en Ia cuenta
de resultados sabre una base lineal durante el periodo de arrendamiento.
Cuando una entidad del Grupo es el arrendador- Arrendamiento operativo
Los activos arrendados a terceros bajo contratos de arrendamiento operativo se incluyen dentro del
balance consolidado segun su naturaleza. Los ingresos derivados del arrendamiento se reconocen
de forma lineal durante el plaza del arrendamiento.
n. Activos y pasivos corrientes con vencimiento superior a 12 meses (ciclo largo y corto)
El Grupo ha optado par presentar los activos y pasivos corrientes de acuerdo con el ciclo normal de
explotacion de Ia empresa considerando como ciclo corto aquellas que se gestionaran dentro de los
proximos 36 meses y como ciclo largo los siguientes 24 meses.
22
Miles de euros
2017 2016
Existencias - ciclo largo 656.303 -
Existencias - ciclo corto 960.027 792.499
Total existencias ciclo largo y corto 1.616.330 792.499
El Grupo considera que el producto terminado que tiene registrado en el epigrafe existencias de Ia Nota
9 tiene un vencimiento inferior a doce meses, ascendiendo a 10.798 miles de euros a 30 de septiembre
de 2017 y 10.848 miles de euros a 31 de diciembre de 2016, neto de deterioros.
El grupo considera que ninguno de los pasivos corrientes tiene Ia consideraci6n de ciclo largo y tiene un
vencimiento superior a 12 meses.
3. EXPOSICION AL RIESGO
El Grupo gestiona su capital para asegurar que las compariias del Grupo seran capaces de continuar
como negocios rentables a Ia vez que maximiza el retorno de los accionistas a traves del equilibria 6ptimo
de Ia deuda y fondos propios.
La estrategia del conjunto del Grupo ha estado marcada durante el ejercicio 2017 por Ia prudencia,
centrando Ia gesti6n en Ia generaci6n de caja via mantenimiento del negocio recurrente.
La estructura de capital del Grupo incluye deuda, caja y actives liquidos y fondos propios, que incluye
capital, reservas y resultados no distribuidos.
El Area Financiera, responsable de Ia gesti6n de riesgos financieros, revisa Ia estructura de capital, asi como
el ratio de Deuda neta (definida esta como Ia deuda bancaria menos tesoreria disponible y menos otros
activos/pasivos financieros), sabre valor razonable de los actives (Gross Asset Value- GAV). A este respecto
el Grupo tiene Ia prevision para ellargo plaza de no sobrepasar un endeudamiento de 25% para este ratio, al
30 de septiembre es de 2017 el ratio es del 7%.
Deuda financiera neta

(+) Deuda bancaria 176.684
(-) Tesoreria disponible (Nota 11) 22.217
(-) Otros actives financieros 1.343
153.124
Valor de mercado de los actives (GAV) 2.208.925
La Campania no ha incluido en el calculo de Ia Deuda financiera neta el importe del IVA pendiente de
devoluci6n de Ia Agenda Tributaria, por importe de 158.915 miles de euros que garantiza el repago parcial
de Ia Deuda bancaria. En caso de haberlo incluido, Ia deuda financiera neta habria ascendido a -5.791
miles de euros.
El Grupo distingue dos tipos de riesgos financieros principales:
• Riesgo de liguidez:
Se refiere al riesgo de Ia eventual incapacidad del Grupo para hacer frente a los pagos ya
comprometidos, y/o los compromises derivados de nuevas inversiones.
• Riesgo de mercado:
1. Riesgos de tipos de interes: se refiere al impacto que puede registrar Ia cuenta de resultados en su
epigrafe de gastos financieros como consecuencia de un alza de los tipos de interes.
23
2. Riesgo de credito: se refiere al impacto que puede tener en el estado de resultados intermedio consolidado
el fallido de las cuentas par cobrar.
3. Riesgo de tipo de cambia: se refiere al impacto que puede tener en el estado de resultados intermedio
consolidado las variaciones en el tipo de cambia.
A continuacion, mencionamos los sistemas de control establecidos para mitigar estos riesgos:
Riesgo de liquidez
El Grupo determina las necesidades de tesoreria utilizando dos herramientas basicas:
1. Presupuesto de tesoreria con horizonte de 12 meses con detalle mensual y actualizacion tambien
mensual, elaborado a partir de los presupuestos de tesoreria de cada Area.
2. Presupuesto de tesoreria con horizonte 30 dias con detalle diario y actualizacion diaria, elaborado a partir
de los compromisos de pago incorporados al Sistema de Informacion Financiera.
Con estas herramientas se identifican las necesidades de tesoreria en importe y tiempo, y se planifican
las nuevas necesidades de financiacion.
El Grupo mantiene una polftica de liquidez consistente en Ia contratacion de facilidades crediticias

comprometidas e inversiones financieras temporales par importe suficiente para soportar las necesidades
previstas par un periodo que este en funcion de Ia situacion y expectativas de los mercados de deuda y de
capitales.
La posicion disponible de tesoreria del Grupo al 30 de septiembre de 2017 asciende a 22.217 (27 .813 miles
de euros en 2016) miles de euros (Nota 11).
El Grupo dispone de financiaciones comprometidas y no dispuestas a 30 de septiembre de 2017 que
asci en den a 114.500 miles de euros, consecuencia del tramo operativo del contrato de prestamo sindicado
formalizado el11 de julio de 2017. (Nota 14) (0 miles a 31 de diciembre de 2016).
Adicionalmente a los compromisos bancarios y comerciales registrados en Ia nota de pasivos financieros

corrientes, el Grupo tiene obligaciones contractuales de atender al servicio de Ia deuda par importe de 1
millon de euros trimestrales hasta vencimiento de Ia misma que se devengara en el futuro. En Ia nota de
"hechos posteriores" se detallan los acontecimientos ocurridos en relacion a Ia financiacion bancaria de Ia
Campania con posterioridad a 30 de septiembre de 2017.
La revision del presupuesto de tesoreria correspondiente al horizonte de 12 meses y los analisis de

sensibilidad realizados par el Grupo permiten concluir que durante el siguiente afio, Ia Sociedad Dominante
sera capaz de financiar razonablemente sus operaciones, aun en el caso de que las condiciones del mercado
inmobiliario y de financiacion se endurezcan.
Adicionalmente, tal y como se dispone en Ia nota de hechos posteriores, el 1 de diciembre de 2017 Ia

Sociedad ha firmado un prestamo sindicado par importe de 275 millones de euros, con el proposito de
financiar las inversiones de urbanizacion previstas en el plan de negocio, asi como los gastos operativos.
Esta financiacion sera destinada, asimismo, al repago de las deudas financieras del Grupo con vencimientos
en el corto plaza. Los terminos del acuerdo estan basados en los estandares del mercado y permitira a Ia
Sociedad el cumplimiento de su plan de inversiones en los proximos ejercicios. El vencimiento de Ia
financiacion se ha establecido en 5 afios y se encontrara remunerado a EURIBOR mas un margen de
mercado. Con esta operacion se mitigaria el riesgo del diferimiento en el tiempo de cobra de Ia deuda con
Hacienda par IVA.
Riesgo de mercado
Riesgo de tipo de interes
Las variaciones de los tipos de interes modifican el valor razonable de aquellos activos y pasivos que
devengan un tipo de interes fijo, asi como los flujos futuros de los activos y pasivos referenciados a un
tipo de interes variable. El riesgo producido par Ia variacion del tipo de interes se gestiona mediante Ia
contratacion de instrumentos derivados que tienen Ia funcion de cubrir al Grupo de dichos riesgos.
Actualmente el Grupo no tiene contratados instrumentos derivados ya que considera que el riesgo
derivado de variaciones en tipo de interes no es significativo en relacion con Ia deuda dispuesta a 30 de
septiembre de 2017 y 31 de diciembre de 2016 (Nota 14).
24
Los Administradores de Ia Campania consideran que una variaci6n en el EURIBOR al que se encuentran
referenciada Ia deuda bancaria actualmente dispuesta no supondria un impacto significativo en el estado
de resultados intermedio consolidado.
Riesgo de credito
En relaci6n con los saldos de clientes y otras cuentas a cobrar, una alta proporci6n de los mismos estan
referidos a operaciones con entidades publicas nacionales, con lo cual el Grupo considera que el riesgo
de credito se encuentra muy acotado.
Por otro lado, el Grupo no tiene un riesgo de credito significativo con terceros derivado de su actividad
inmobiliaria propia, ya que cobra Ia practica totalidad de las ventas en el momenta de Ia escrituraci6n, ya
sea por subrogaci6n del comprador en Ia parte que le corresponde del prestamo promotor o bien por otro
metoda distinto a Ia elecci6n del comprado. El riesgo de credito derivado de los aplazamientos de pago
en operaciones de venta de suelo o edificios terminados se mitiga mediante Ia obtenci6n de garantfas por
parte del comprador o el establecimiento de condiciones resolutorias en caso de impago que derivarian
en Ia reparaci6n de Ia titularidad del activo vendido y el cobra de una indemnizaci6n.
Riesgo de tipo de cambia
AI 30 de septiembre de 2017 y 31 de diciembre de 2016, el Grupo no tiene exposici6n por riesgo de tipo
de cambia.
4. BENEFICIO/(PERDIDA) POR ACCION
a) Beneficioi(Perdida) basica por acci6n
El beneficia o perdida basica por participaci6n se determina dividiendo el resultado neto atribuido al
Grupo (despues de impuestos y minoritarios) entre el numero media ponderado de las acciones en
circulaci6n durante ese ejercicio.
Periodo de nueve Periodo de nueve

meses finalizado meses finalizado
el 30 de el 30 de
septiembre de septiem bre de
2017 2016*
Beneficia I (Perdida) del ejercicio (miles de euros) (33.856) 240
Numero media ponderado de acciones en circulaci6n
3.309.938 3.075.278
(miles de acciones)
Beneficia I (Perdida) basica por acci6n (euros) (0,01 02) 0,0000
(*) lmportes no auditados
b) Beneficioi(Perdida) diluida por acci6n
El beneficia o perdida diluida por acci6n se determina de forma similar al beneficia o a Ia perdida basica
por acci6n, pero el numero media ponderado de acci6n en circulaci6n se ajusta para tener en cuenta el
efecto dilutivo potencial de las opciones sabre participaciones, warrants y deuda convertible en vigor al
cierre de cada ejercicio.
Durante los periodos comprendidos entre el 1 de enero y 30 de septiembre de 2017 y 2016, el beneficia
y Ia perdida diluida por acci6n del Grupo coincide con el beneficia y Ia perdida basica por participaci6n.
5. INFORMACION POR SEGMENTOS
a) Criterios de segmentaci6n
La campania ha estructurado Ia informacion por segmentos en funci6n de las distintas lineas de negocio
del Grupo.
25
Las lineas de negocio que se describen seguidamente se han establecido en funcion de Ia estructura-
organizativa del Grupo en vigor al 30 de septiembre de 2017 y teniendo en cuenta, par un lado, Ia
naturaleza de los productos (producto residencial, comercial y otros) y los clientes a los que van
dirigidos.
La actividad del Grupo se centra, principalmente, en el desarrollo y venta de promociones inmobiliarias

residenciales a partir de suelo finalista (incluidos los resultados bajo el capitulo "Desarrollo inmobiliario
residencial"), distingui€mdose estos de los resultados generados par Ia linea de negocio que no se
considera como estrategica como es Ia promocion de suelos comerciales, cuyos resultados se
presentaran bajo el capitulo "Desarrollo inmobiliario comercial".
Los ingresos y los gastos que no pueden ser atribuidos especificamente a ninguna linea de caracter
operative o que son el resultado de decisiones que afectan globalmente al Grupo - y entre elias los
gastos originados par actividades que afectan a varias lineas de negocios- se atribuyen a una "unidad
Corporativa/otros" a Ia que tambien se le asignaran las partidas de conciliacion y se encontraran
incluidos bajo el epigrafe de "Otros".
AI desarrollar todas sus actividades en Espana el Grupo no considera el criteria geografico como
segmento a reportar.
b) Bases y metodologfa de Ia informacion por segmentos de negocio
La informacion par segmentos que se expone se basa en los informes mensuales elaborados par Ia
Direccion del Grupo y que se genera par Ia misma aplicacion informatica utilizada para obtener todos
los datos contables del Grupo (SAP) siendo revisados par el Comite de direccion (donde se encuentran
representados Ia Direccion y el consejo de Administracion mediante el Consejero Delegado) para llevar
a cabo Ia toma de decisiones en cuanto a Ia asignacion de recursos y evaluar su rendimiento.
Los ingresos ordinaries del segmento corresponden a los ingresos ordinaries directamente atribuible al
mismo, los ingresos ordinaries de cada segmento incluyen las ventas derivadas de las promociones y
desarrollos de los suelos y los resultados de las ventas de los suelos realizadas en el curso ordinaries
de sus actividades de negocio, no incluyendose las ganancias derivadas de Ia venta de inversiones
inmobiliarias.
Los gastos de cada segmento se determinan par los gastos derivados de las actividades de explotacion
del mismo que le sean directamente atribuibles (como es el caso de las partidas "Coste de las ventas",
"servicios exteriores" y variacion de las provisiones de trafico".
La informacion utilizada par el Comite de Direccion para Ia toma de decisiones se extiende hasta el
estado de resultados consolidado antes de impuestos.
Los activos y pasivos de los segmentos son los directamente relacionados con Ia explotacion del mismo,
mas los que le pueden ser directamente atribuibles de acuerdo a los criterios de reparto anteriormente
mencionados. No obstante, los epigrafes "Administraciones Publicas deudas" y "Efectivo y otros activos
liquidos equivalentes", independientemente a su origen estan asignados a Ia linea "Unidad
corporativa/Otros". Los pasivos asignados al segmento no incluyen las deudas par impuesto de las
ganancias.
30/09/2017
.- Mi.l.h§i§6'1Meni+W-
Activo no corriente 354.127 117.538 282 471.947
Activo corriente 1.458.883 198.408 192.903 1.850.195
Pasivo no corriente (27.824) (4.997) (32.821)
Pasivo corriente (50.276) (622) (175.697) (226.594)
Activos netos 1.734.910 315.326 12.491 2.062.727
26
Residencial
31/12/2016
6·'"'4'96'' • • ..
Activo no corriente 102.839 109.600 212.440
Activo corriente 711.538 124.802 33.952 870.292
Pasivo no corriente (36.839) (352) (37.191)
Pasivo corriente (44.104) (2.262) (46.366)
Activos netos 733.434 234.402 31.339 999.175
Las principales altas registradas durante los nueve primeros meses del ejercicio 2017 han sido los
siguientes:
Residencial
lnversiones inmobiliarias
Altas par aportacion no dineraria (Nota 1.c1) 197.337 197.337
Existencias
Altas par aportacion no dineraria (Nota 1.c1) 837.127 62.860 899.987
30/09/2017
Residencial Comercial +•IU++MGitftM
OPERACIONES CONTINUADAS
Ventas 15.620 3.221 46 18.887
Venta de promociones 15.620 15.620
Venta de suelos 0
Otros y prestacion de servicios 3.221 46 3.267
Coste de las ventas (12.911) (1.702) (8) (14.621)
Gastos de personal (2.427) (381) (1.617) (4.425)
Dotacion a Ia amortizacion
Servicios exteriores (562) (2.987) (3.549)
Variacion de las provisiones de tratico (81.378) 10.770 2.244 (68.364)
Variacion de Ia provision de existencias (1 06.185) 10.770 (95.415)
Reversion de cn§ditos con vinculadas 13.022 13.022
Reversion de cuentas a cobrar 11.785 11.785
Otros 2.244 2.244
Variaciones de valor de inversiones inmobiliarias (5.950) 4.489 (1.461)
Otras ganancias o perdidas
RESULTADO DE EXPLOTACION (87.608) 16.397 (2.322) (73.533)
Gastos financieros (4.164) (4.164)
Gastos financieros capitalizados 78 78
Deterioro y resultado par enajenacion de
instrumentos financieros 196 196
Resultado de entidades valoradas par el metoda
de Ia participacion 236 236
RESULTADO FINANCIERO (3.616) (3.616)
RESULTADO ANTES DE IMPUESTOS (87.608) 16.397 (5.938) (77.149)
27
OPERACIONES CONTINUADAS
Residencial
I I •
Comercial
I •
Otros ..
Ventas 8.264 2.925 31 11.220
Venta de promociones 8.264 8.264
Venta de suelos
Otros y prestacion de servicios 2.925 31 2.956
Coste de las ventas (7.782) (1.039) (15) (8.836)
Gastos de personal (1.144) (180) (763) (2.087)
Dotacion a Ia amortizacion
Servicios exteriores (484) (1.896) (2.380)
Variacion de las provisiones de trafico (6.519) 10 (6.508)
Variacion de Ia provision de existencias (6.519) (6.519)
Otros 10 10
Variaciones de valor de inversiones inmobiliarias 8.895 8.898
Otras ganancias o perdidas 85 85
RESULTADO DE EXPLOTACION (7.665) 10.601 (2.548) 388

Gastos financieros (22) (22)
Gastos financieros capitalizados
Deterioro y resultado par enajenacion de
instrumentos financieros
Resultado de entidades valoradas par el metoda
de Ia participacion (212) (212)
RESULTADO FINANCIERO (93) (93)
RESULTADO ANTES DE IMPUESTOS (7.665) 10.601 (2.641) 295
Otra informacion
Durante los nueve primeros meses del ejercicio 2017 y 2016 no se han producido transacciones entre
los distintos segmentos del Grupo.
No existe ningun cliente que represente de forma individualizada el 10% de los ingresos ordinaries del
grupo.
En el activo no corriente hay un importe de 75.605 miles de euros correspondientes a prestamos con
negocios conjuntos asignados al segmento residencia.
6. INVERSIONES INMOBILIARIAS
El detalle y movimiento de las partidas incluidas en inversiones inmobiliarias es el siguiente:
Miles de euros
Saldo a 1 de enero de 2016 224.540
Traspaso a existencias (123.396)
Adiciones 101
Ganancias/(Perdidas) neta de ajustes al valor razonable 8.355
Saldo a 31 de diciembre de 2016 109.600
28
Miles de euros
Saldo a 1 de enero de 2017 109.600
Adiciones por aportaci6n no dineraria (Nota 1.c1) 197.337
Otras adiciones 249
Ganancias/(Perdidas) neta de ajustes al valor razonable (1.461)
Saldo a 30 de septiembre de 2017 305.725
Actualmente las inversiones inmobiliarias Ia constituyen diferentes suelos destinados a Ia promoci6n para
su posterior arrendamiento por parte de terceros as[ como activos en alquiler adquiridos en el contexto de
Ia ampliaci6n de capital no dineraria llevada a cabo por el Grupo durante el ejercicio 2017 (Nota 1.c1),
adicionalmente tambien se han registrado como inversiones inmobiliarias aquellos terrenos cuyo uso
futuro no ha sido determinado en el momenta de Ia aportaci6n, considerandose que se mantendran en Ia
cartera para obtener plusvalias a largo plazo y no venderse dentro del curso ordinaria de las actividades
del negocio.
Las altas registradas al 30 de septiembre de 2017 se corresponden principalmente con terrenos (156.297
miles de euros) y edificios en explotaci6n (37.970 miles de euros) provenientes de su calificaci6n como
inversiones inmobiliarias en el momenta de Ia aportaci6n no dineraria de activos inmobiliarios realizada
por los accionistas mayoritarios (nota 1 .c1).
Del total de las inversiones inmobiliarias el 37% se corresponde con un mismo activo inmobiliario
consistente en unos terrenos situados en Madrid, cuyo valor neto contable asciende a 114.238 miles de
euros a 30 de septiembre de 2017, (1 09.600 miles de euros a 31 de diciembre de 2016) y a 30 de
septiembre de 2017 el Grupo, de acuerdo con las valoraciones obtenidas de un experto independiente,
se ha ajustado el valor de dicho activo a su valor razonable.
Del total de los activos registrados como inversiones inmobiliarias un 77% se corresponden con suelos
finalistas, el resto de Ia cartera se encuentra en situaciones en donde queda pendiente alguna gesti6n
urbanistica, si bien, los Administradores no consideran este punto como un riesgo ya que todos los planes
y gestiones urbanisticas se encuentran muy avanzadas y que esperan en los pr6ximos ejercicios lleguen
a ser finalistas.
Las valoraciones realizadas por expertos independientes respecto a las inversiones inmobiliarias y
existencias (Nota 9) del Grupo han incluido, entre otras, las siguientes hip6tesis claves:
Precio de Venta Margen Tasa lnterna de

Exit Yields
(€/m2) Promotor Retorno lmplicita
400-4.000 7%-30% 10%-32% 5,5%-8,0%
Los traspasos del ejercicio 2016 se corresponden con reclasificaciones a existencias de suelos cuya
finalidad es Ia promoci6n y posterior venta.
Tal y como se dispone en Ia norma de registro y valoraci6n 2.8a las inversiones inmobiliarias han sido
ajustadas a su valor razonable de acuerdo con las valoraciones realizadas por el experto independiente.
a) lngresos y gastos procedentes de inversiones inmobiliarias
A 30 de septiembre de 2017 el Grupo ha registrado un total de 46 miles de euros de ingresos por

arrendamiento (0 miles de euros en 2016), y unos gastos asociadas de 8 miles de euros (0 miles de euros
en 2016).
b) Seguros
Es politica del Grupo contratar todas las p61izas de seguros que se estimen necesarias para dar cobertura
a los riesgos que pudieran afectar a las inversiones inmobiliarias.
A 30 de septiembre de 2017 y 31 de diciembre de 2016 Ia cobertura de los seguros contratados se

considera suficiente.
29
c) Cargas y Garantias
El Grupo no mantiene usufructos, embargos o situaciones analogas respecto a las inversiones

inmobiliarias.
d) Obligaciones
El Grupo no tiene a 30 de septiembre de 2017 y 31 de diciembre de 2016 obligaciones contractuales para

Ia adquisicion, construccion o desarrollo de inversiones inmobiliarias, o para reparaciones, mantenimiento
o seguros.
e) Valoracion y sensibilidad. Analisis de sensibilidad
El Grupo ha realizado valoraciones de sus actives a 30 de septiembre de 2017 y 31 de diciembre de 2016.

Por lo tanto, el valor de mercado al que se registran las inversiones inmobiliarias del grupo a dichas fechas
esta calculado en fun cion de las valoraciones realizadas por los valoradores independientes no vinculados
al Grupo (Nota 2.8.a). El valor de mercado de las inversiones inmobiliarias del Grupo asciende a 305.725
miles de euros y 109.600 miles de euros, respectivamente.
Tal y como se dispone en Ia norma de registro y valoracion 2.8a, las inversiones inmobiliarias han sido
ajustadas a su valor razonable de acuerdo con las valoraciones realizadas por el experto independiente.
Las valoraciones de estos actives inmobiliarios han sido realizadas bajo Ia hipotesis "valor de mercado".
Dicho valor de mercado, es calculado en funcion de las valoraciones realizadas por los expertos
independientes no vinculados al Grupo, "Savills Consultores lnmobiliarios" y "CBRE Group". Sus
valoraciones se realizan de acuerdo con los Estandares de Valoracion y Tasacion publicados porIa Royal
Institute of Chartered Surveyors (RIGS) de Gran Bretafia, y de acuerdo con los Estandares lnternacionales
de Valoracion (IVS) publicados por el Comite lnternacional de Estandares de Valoracion (IVSC).
El "Valor de Mercado" se define como Ia cantidad estimada por Ia que un activo deberia poderse
intercambiar a Ia fecha de valoracion, entre un vendedor y un comprador dispuestos entre si, tras un
periodo de comercializacion razonable, y en el que ambas partes hayan actuado con conocimiento,
prudencia y sin coaccion alguna.
La metodologia de valoracion adoptada por los valoradores independientes en cuanto a Ia determinacion

del valor razonable ha sido, para el caso de los terrenos residenciales clasificados como inversiones
inmobiliarias, el metoda residual dinamico siguiendo Ia misma metodologia que Ia descrita en Ia nota 2.8
b y para el caso de los actives en explotacion y terrenos de uso comercial, Ia metodologia adoptada ha
sido el metoda de descuento de flujos de caja, ademas del metoda de comparacion como metoda de
contraste para Ia determinacion del valor final.
Para determinar el valor de un inmueble mediante Descuentos de flujo de caja (DFC) se ha realizado una
estimacion de los gastos del inmueble, las rentas contratadas y Ia renta de mercado considerada para Ia
superficie vacia. Para aquellos terrenos terciarios clasificados como inversiones inmobiliarias se ha
estimado las rentas que se podrian obtener cuando el inmueble fuera desarrollado. Se consideran
igualmente unos castes asociadas a los espacios vacios, castes de re-alquiler y Ia venta a futuro del
inmueble a una rentabilidad de salida (exit yield). La actualizacion de los gastos, las rentas y el valor en
venta futuro se realiza mediante una tasa de descuento de descuento (TIR). Este metoda permite calcular
el valor de mercado de un inmueble realizando un estudio de mercado que perm ita disponer de una serie
de comparables. Se entiende por comparable aquel que, contando con Ia misma tipologia edificadora y
uso, esta ubicado en el entorno inmediato o proximo al inmueble objeto de valoracion. En el caso de no
disponer de comparables exactos se usaran aquellos sitos en otras ubicaciones que sean similares en
cuanto a nivel socioeconomico, comunicaciones, nivel de equipamiento y servicios, etc. Los comparables
deben basarse principalmente en transacciones recientes de inmuebles similares al objeto de valoracion.
En estos casos, se aplica a los precios de oferta de los comparables seleccionados los descuentos
pertinentes en funcion de Ia fuente de comercializacion, su experiencia y conocimiento del mercado local.
Los precios de estos comparables se homogeneizan atendiendo a sus caracteristicas (ubicacion,
superficie, calidad, antiguedad, estados de conservacion, etc.) y se ponderan posteriormente
eliminandose las subjetividades.
Todas las estimaciones del valor razonable que resultan para las inversiones inmobiliarias se incluyen en
el nivel3.
Las hipotesis clave identificadas en las valoraciones de los actives inmobiliarias en explotacion y terrenos
comerciales son las tasas de descuento y las "exit yields", utilizandose una sensibilidad de+/- 100 puntas
30
basicos partiendo de los diferentes escenarios economicos previstos en el corto y media plaza.
Asumiendo constantes el resto de variables, el efecto de Ia variacion de -100 puntas basicos en Ia tasa
de descuento utilizada para el calculo de Ia valoracion de los edificios en explotacion y terrenos
comerciales haria alcanzar un valor de 130.013 miles de euros (116.000 miles de euros a 31 de diciembre
de 2016), lo que supondria un incremento de valor de 12.475 miles de euros (6.400 miles de euros a 31
de diciembre de 2016) en el valor de mercado del activo y una variacion de +100 puntas basicos el
decremento seria de 11.400 miles de euros. El efecto de Ia variacion de +/- 25 puntas basicos en Ia exit
yield tendria un impacto en el valor de Ia cartera de suelos comerciales y edificios de explotacion de un
decremento de 5.442 miles de euros y un incremento de 5.687 miles de euros respectivamente. El efecto
de Ia variacion de +/- 50 puntas basicos en Ia exit yield tendrfa un impacto en el valor de Ia cartera de
suelos comerciales y edificios de explotacion de un decremento de 10.280 miles de euros y un incremento
de 12.073 miles de euros respectivamente.
El 62% de Ia cartera de inversiones inmobiliarias corresponden a suelos residenciales, tal y como se

dispone en Ia nota 2.8b) las hipotesis clave en las valoraciones de los suelos residenciales son las tasas
de descuento y los precios de venta. Asi variaciones en dichas hipotesis suponen cambios de valor de Ia
cartera de:
Tasa interna
Hipotesis Precios de venta
de rentabilidad
1% -1% 1% 5% 10% -1% -5% -10%
Variacion en el valor de las
(22.001) 26.364 6.943 31.304 66.809 (5.058) (29.072) (58.903)
inversiones inmobiliarias
7. PARTICIPACIONES EN OTRAS SOCIEDADES
a) Dependientes materiales
Las principales sociedades dependientes del grupo a 30 de septiembre de 2017 y 31 de diciembre de 2016
se indican en el anexo I. Salvo que se indique lo contrario, su capital social consiste solo en acciones
ordinarias que son mantenidas directamente por el Grupo, y el porcentaje de participacion en Ia propiedad
iguala los derechos de voto mantenidos por el grupo. El pais de constitucion es tambien su principal centro
de actividad.
b) Participaciones en asociadas y negocios conjuntos
En el anexo II se recoge informacion financiera resumida para cada asociada en las que tenga
participaciones no Dominantes que sean materiales para el grupo. Los importes presentados para cada
asociada son antes de eliminaciones inter-compariias.
El movimiento bruto que ha tenido Iugar en durante el periodo comprendido entre el 1 de enero de 2017 y
30 de septiembre de 2017 y el ejercicio 2016 en este epigrafe del balance intermedio consolidado adjunto
ha sido el siguiente:
Miles de euros
30/09/2017 31/12/2016
Saldo inicial bruto 117 319
Participacion en resultados del ejercicio - (211)
Bajas (117) -
Otros movimientos - 9
Saldo final bruto - 117
31
El detalle par de las participaciones netas en asociadas es el siguiente:
Miles de euros
30/09/2017 31/12/2016
Urbanizadora Valdepolo I, S.A. - -
Urbanizadora Valdepolo II, S.A. - -
Urbanizadora Valdepolo Ill, S.A. - -
Urbanizadora Valdepolo IV, S.A. - -
L'Esplay Valencia, S. L. - 117
Total - 117
Las participaciones en las sociedades "Urbanizadora Valdepolo 1", "Urbanizadora Valdepolo II",
"Urbanizadora Valdepolo Ill" y "Urbanizadora Valdepolo IV", calificados como negocios conjuntos de
acuerdo a Ia descrito en Ia Norma de registro y valoraci6n 2.j) recogen unas perdidas acumuladas de
8.060 miles de euros cada una, lo que supone un importe total de 32.240 miles de euros en total. Como
se puede observar en el anexo II adjunto a las presentes notas explicativas, el patrimonio neto de las
sociedades "Valdepolo" es negativo yen las condiciones actuales los socios no recuperarfan su inversion.
Durante el ejercicio 2017 se ha liquidado Ia sociedad "L'Esplay Valencia, S.L., liquidandose par
consiguiente Ia participaci6n que el Grupo tenfa en ella. No existiendo a 30 de septiembre de 2017 mas
inversiones en sociedades asociadas.
8. ACTIVOS Y PASIVOS FINANCIEROS
a) Analisis par categorfas
El desglose del saldo de este capitulo del balance intermedio consolidado adjunto, atendiendo a Ia
naturaleza de las operaciones es el siguiente:
Miles de euros
Activos financieros a largo
plazo
Creditos y otros
30/09/2017 31/12/2016
Prestamos y partidas a cobrar (Nota 10) 76.879 63.530
Activos financieros disponibles para Ia venta 2 3
76.881 63.533
Miles de euros
Activos financieros a corto
plazo
Creditos y otros
30/09/2017 31/12/2016
Prestamos y partidas a cobrar (*) (Nota 10) 28.889 21.514
Efectivo y otros activos lfquidos equivalentes (Nota 11) 32.631 32.464
61.520 53.978
Total activos financieros 138.401 117.511
Miles de euros
Pasivos financieros a largo plazo
y otros
30/09/2017 31/12/2016
Debitos y partidas a pagar (*) (Nota 14) 8.424 3.523
8.424 3.523
32
Miles de euros
Pasivos financieros a corto plazo
y otros
30/09/2017 31/12/2016
Debitos y partidas a pagar (*) (Nota 14) 189.141 16.382
189.141 16.382
Total pasivos financieros 197.565 17.162
(*) Excluyendo anticipos y saldos con administraciones publicas.
b) Analisis por vencirnientos
Los importes de los instrumentos financieros con un vencimiento determinado o determinable clasificados
por aiio de vencimiento al 30 de septiembre de 2017 son los siguientes:
30 de septiembre de 2017
(Miles de euros)
Activos financieros
A nos
lnversiones en empresas del

grupo y asociadas:
- Creditos a empresas 14 75.605 75.619
- Otros activos financieros
- Creditos a empresas 37 178 215
- Otros activos financieros 1.306 1.096 2.402
cuentas a cobrar:
- Clientes por ventas y
26.099 26.099
prestaci6n de servicios
28.889 75.605 1.274 105.768
33
(Miles de euros)
Activos financieros
A nos
lnversiones en empresas del

grupo y asociadas:
- Cn§ditos a empresas 10 62.580 62.590
- Otros activos financieros 440 440
- Cn§ditos a empresas 178 178
- Otros activos financieros 1.038 772 1.810
cuentas a cobrar:
- Clientes por ventas y
13.224 13.224
prestaci6n de servicios
21.514 62.580 950 85.044
(Miles de euros)
Pasivos financieros
Aiios
Deudas
- Deudas con entidades de
353 353
cn§dito
Deudas con empresas
asociadas y vinculadas
171.687 4.644 176.331
cn§dito
- Otros pasivos financieros (59) 151 92
otras cuentas a pagar:
- Proveedores 16.783 3.276 20.059
-Personal 730 730
189.141 4.644 3.780 197.565
34
(Miles de euros)
Pasivos financieros
A nos
Deudas
2 350 352
credito
- Otros pasivos financieros 25 151 176
Deudas con empresas
asociadas y vinculadas
- Prestamos a empresas 34 276 310
otras cuentas a pagar:
- Proveedores 16.145 2.746 18.891
-Personal 176 176
16.382 3.523 19.905
9. EXISTENCIAS
La composici6n de este epigrafe al 30 de septiembre de 2017 y 31 de diciembre de 2016 es Ia siguiente:
Miles de Euros
2.017 2.016
Solares y terrenos 1.762.490 964.823
Obra en curso de construcci6n 195.012 73.994
lnmuebles terminados 21.082 20.873
Anticipos a proveedores 2.632 10.835
Otros 79 13
Perdidas por deterioro solares y terrenos (313.359) (219.850)
Perdidas por deterioro obra en curso de construcci6n (27.892) (26.481)
Perdidas por deterioro lnmuebles terminados (1 0.284) (10.025)
1.629.760 814.182
La tipologia de las existencias de inmuebles terminados de las Sociedades del Grupo al 30 de septiembre
de 2017 y 31 de diciembre de 2016 corresponde, fundamental mente, a sola res y terrenos de uso residencial
destinados a ser domicilio habitual y segunda residencia junto con los inmuebles vinculados, en su caso, a
dichas promociones, tales como plazas de garaje y locales comerciales. Del total de los activos registrados
como existencias un 70% se corresponden con suelos finalistas, el resto de Ia cartera se encuentra en
situaciones en donde queda pendiente alguna gesti6n urbanistica, si bien, los Administradores no
consideran este punta como un riesgo ya que todos los planes y gestiones urbanisticas se encuentran muy
avanzadas y que esperan en los pr6ximos ejercicios !Ieguen a ser finalistas.
Las adiciones se corresponden principalmente con los activos aportados en el contexto de Ia ampliaci6n de
capital no dineraria explicada en Ia nota 1.c1. (899.988 miles de euros).
Durante el periodo comprendido entre el 30 de septiembre de 2017 y 2016, el Grupo ha activado intereses
financieros en existencias por importe de 75 y 103 miles de euros, respectivamente.
AI 30 de septiembre del 2017 y al 31 de diciembre del 2016 existen activos incluidos en el epigrafe
"Existencias" por un coste bruto total de 23.099 y 4.360 miles de euros, respectivamente, hipotecados en
garantra de diversos prestamos hipotecarios, subrogables o no, vinculados a determinadas promociones y
suelos, cuyos saldos al 30 de septiembre de 2017 y al 31 de diciembre de 2016 ascienden a 78 y 0 miles
de euros, respectivamente.
Los compromisos de venta de promociones contraidos con clientes al 30 de septiembre de 2017 y 31 de

diciembre de 2016 ascienden a 74.469 y 24.083 miles de euros, respectivamente, de los cuales 12.958 y
35
6.289 miles de euros, respectivamente, se han materializado en cobras y efectos a cobrar registrandose en
Ia rubrica "Anticipos de clientes" del pasivo corriente al 30 de septiembre de 2017 y 31 de diciembre de
2016.
La practica totalidad de las preventas estan sujetas a clausulas de indemnizaci6n por demora de entrega al
estar formalizadas en contratos de similares caracterfsticas. Las citadas clausulas de indemnizaci6n por
demora consisten en su mayorfa en intereses legales sabre las cantidades entregadas durante el plaza
comprendido entre Ia fecha prevista de entrega en el contrato y Ia fecha de entrega efectiva. El Grupo no
estima ningun impacto por este motivo debido principalmente a que Ia fecha de entrega prevista en los
contratos considera un margen de seguridad de un numero determinado de meses respecto a Ia fecha
prevista de entrega. Por este motivo y en base a Ia experiencia hist6rica de los ultimos alios, el Grupo no
ha considerado impacto alguno en los presentes estados financieros intermedios consolidados del ejercicio
por este concepto. Asimismo, con caracter general las preventas incluyen indemnizaciones a favor del
Grupo en caso de anulaci6n por parte del cliente, si bien no se registra importe alguno por este concepto
hasta su cobra.
A 30 de septiembre de 2017 y 31 de diciembre de 2016 no existen compromises firmes de compra ni venta

de solares.
El valor de mercado de los terrenos, promociones en curso e inmuebles terminados del Grupo al 30 de
septiembre de 2017, calculado en funci6n de las tasaciones realizadas por los expertos independientes (Nota
2.8b), realizada de acuerdo con los Estandares de Valoraci6n y Tasaci6n publicados porIa Royal Institution of
Chatered Surveyors (RIGS) de Gran Bretaria, y de acuerdo con los Estandares lnternacionales de valoraci6n
(IVS) publicados por el Comite lnternacional de Estandares de Valoraci6n (IVSC) asciende a 1.903.178 miles
de euros (1.000.021 miles de euros en diciembre de 2016).
En general, el valor de mercado de los activos en existencias del grupo al30 de septiembre de 2017 y 31 de
diciembre de 2016 presenta plusvalfas, si bien, algunos activos, presentan minusvalfas en su valoraci6n en
relaci6n con su coste de adquisici6n. En este sentido y como consecuencia de lo anterior, el Grupo ha
registrado provisiones par deterioro netas de 95.179 miles de euros desde el periodo comprendido entre el 1
de enero y 30 de septiembre de 2017 (6.519 miles de euros durante el mismo periodo de 2016) que se
encuentra registrado dentro del epfgrafe "Variaci6n de las provisiones de trafico" del estado de resultados
intermedio consolidado adjunto.
Las valoraciones realizadas por expertos independientes respecto a las inversiones inmobiliarias (Nota 6)
y existencias del Grupo han incluido, entre otras, las siguientes hip6tesis:
Precio de Venta Margen Tasa lnterna de

Exit Yields
(€/m2) Promotor Retorno lmplfcita
400-4.000 7%-30% 10%-32% 5,5%-8,0%
El12% de Ia cartera de existencias corresponde a suelos comerciales, estos han sido valorados tal y como se
dispone en Ia nota 6, donde se ha identificado como hip6tesis claves las tasas de descuento y las exit yields,
el impacto en el valor de esta cartera de suelo y su efecto en el estado de resultado intermedio
consolidado es el siguiente:
Tasa interna de
Hip6tesis Exit yield
rentabilidad
1% -1% 0,25% 0,5% -0,25% -0,5%
Variaci6n en el valor de mercado
(26.451) 29.203 (9.948) (19.103) 10.761 22.720
de las existencias
lmpacto en el deterioro acumulado
de Ia mismas
(16.025) - (4.701) (11.794) - -
Adicionalmente, en cumplimiento con Ia normativa, Ia Direcci6n ha realizado un trabajo de sensibilidades para

Ia cartera de suelos residenciales considerando como hip6tesis clave los precios de venta y las tasas internas
de rentabilidad donde implfcitamente se recoge Ia variable tiempo. En el caso de las tasas internas de
rentabilidad se ha establecido una sensibilidad de +/- 100 puntas basi cos. Por otro Ia do, para los precios de
venta se han estimado sensibilidades de +/- 100, 500 y 1.000 puntas basi cos.
36
Tasa interna de
Hipotesis Precios de venta
rentabildiad
1% -1% 1% 5% 10% -1% -5% -10%
Variacion en
el valor de
mercado de (77.381) 74.245 33.562 174.805 341.191 (31.355) (171.092) (343.250)
las
existencias
lmpacto en
el deterioro (61.007) 35.306 21.060 65.555 108.189 (24.567) (144.182) (318.816)
acumulado
En cualquier caso, Ia situacion del mercado residencial en el ejercicio 2017 podrfa ocasionar diferencias
entre el valor de mercado de las existencias del Grupo y el valor de realizacion efectivo de las mismas que
se trataran de forma prospectiva.
a) Provision par deterioro
El movimiento de Ia provision durante los nueve meses del ejercicio 2017 y el ejercicio 2016 ha sido el
siguiente:
Obra en
Terrenos y Edificios
curso de Total
sol ares construidos
construcci6n
lmporte en Iibras al inicio del ejercicio (219.850) (26.481) (10.025) (256.356)
- provisiones adicionales reconocidas (111.665) (9.990) (290) (121.945)
- importes no usados revertidos 18.156 8.579 31 26.766
Otros movimientos
- Aplicacion par ventas - - -
lmporte en Iibras al final del ejercicio (313.359) (27.892) (10.284) (351.535)
10. PRESTAMOS Y PARTIDAS A COBRAR
El epfgrafe "Prestamos y partidas a cobrar" incluye los siguientes conceptos:
Miles de Euros
30/09/2017 31/12/2016
No corriente:
lnversiones en Empresas Asociadas
- Creditos a empresas asociadas (a) 90.000 90.000
- Provisiones par deterioro del valor de creditos (14.395) (27.417)
- Creditos a empresas 178 178
- Otros activos financieros 1.096 769
76.879 63.530
37
Miles de Euros
30/09/2017 31/12/2016
Corriente:
lnversiones En Empresas Asociadas y vinculadas
- Creditos a empresas asociadas 14 10
- Otros activos financieros 440
- Creditos a empresas 37
- Otros activos financieros 1.306 1.038
Deudores comerciales cuentas a cobrar:
- Clientes y efectos comerciales a cobrar (b) 29.658 28.578

- Provision par deterioro de clientes (3.559) (15.355)
- Otros creditos con las Administraciones Publicas (c) 158.915 2.132
187.804 23.646
264.683 87.176
a) El epfgrafe "Creditos a empresas asociadas" incluye un credito concedido par parte de Ia Sociedad
Dominante a las sociedades participadas "Urbanizadora Valdepolo I a IV, S.L" par importe conjunto de
90.000 miles de euros. Dicho prestamo, cuyo vencimiento esta fijado para el aria 2021, fue concedido con
fecha 13 de mayo de 2011 para proporcionar una estructura de capital a largo plaza a estas sociedades
participadas en consonancia con su plan de negocio. Dichos prestamos devengan un tipo de interes del
5% fijo siempre y cuando Ia caja disponible de dichas empresas sea superior a cera. Durante los nueve
primeros meses del ejercicio 2017 y el ejercicio 2016 nose devengaron intereses. De los 90.000 miles de
euros, 2.940 miles de euros han sido transformados en prestamos participativos para restituir Ia situacion
patrimonial de las sociedades participadas.
Durante el ejercicio 2015 el Grupo procedio a registrar una correccion de valor par importe de 27.417
miles de euros, como consecuencia de los problemas urbanfsticos de Ia zona y retrasos en Ia aprobacion
del planeamiento, derivada de Ia valoracion a valor razonable del prestamo concedido. Como
consecuencia de los avances en las negociaciones con Ia comunidad de Madrid Ia expectativa de
aprobacion del plan general ha supuesto una reduccion en el riesgo del suelo y con ella una reversion de
Ia provision par importe de 13.022 miles de euros.
b) El epfgrafe "Ciientes y efectos comerciales a cobrar'' incluye principalmente a 30 de septiembre de 2017

22.814 miles de euros (11.029 miles de euros en 2016) asociadas a Ia venta de determinadas parcelas
denominadas "Palmas Altas". Dicha venta se ira cobrando en Ia medida en que se ejecuten las obras de
urbanizacion de dichas parcelas. El beneficia asociado a dicha operacion se encuentra diferido (vease Nota
15). En caso de que el proyecto no se llegase a materializar, Ia Sociedad Dominante procederfa a registrar
de nuevo el activo dando de baja Ia cuenta par cobrar y el resultado pendiente de registro. Los
Administradores de Ia Comparifa estiman que no existe riesgo de no recuperabilidad de dicha cuenta a
cobrar dado que, a 30 de septiembre de 2017 el valor de mercado de dichas parcelas es superior al
importe pendiente de cobra.
c) La variacion del epfgrafe "Otros creditos con las Administraciones Publicas" se corresponds
principalmente con el IVA soportado pendiente de devolucion devengado en Ia operacion de ampliacion
de capital no dineraria llevada a cabo par el Grupo durante el ejercicio 2017 (Ver nota 1.c1 ).
AI 30 de septiembre de 2017 y 31 de diciembre de 2016 no existen cesiones a entidades financieras de

creditos frente a clientes.
Analisis de antigOedad
El analisis de antigOedad de los clientes par ventas y prestacion de servicios es el siguiente:
38
30/09/2017 31/12/2016
Hasta 3 meses 2.089 -
Entre 3 y 6 meses 933 -
Mas de 6 meses 23.077 13.223
26.099 13.223
Correcciones de valor por deterioro
El movimiento de Ia provision de insolvencias en el ejercicio ha sido el siguiente:
30/09/2017 31.12/2016
Saldo inicial (15.355) (15.354)
Dotacion - (6)
Reversion 11.796 5
Saldo final (3.559) (15.355)
Durante el mes de junio de 2017, el Grupo ha presentado una propuesta formal de acuerdo ante el
Ayuntamiento de Sevilla con el objeto de resolver de mutuo acuerdo el convenio suscrito entre ambas partes
en el ejercicio 2010 para el desarrollo urbanistico de las parcelas del ambito "Palmas Altas", asi como el
desistimiento por parte del Grupo a iniciar acciones judiciales. Dicha propuesta ha sido admitida a tramite por
el Ayuntamiento.
El 31 de octubre de 2017 Ia Sociedad Dominante del Grupo ha suscrito con Ia gerencia el Excmo.
Ayuntamiento de Sevilla un convenio para Ia resolucion del acuerdo anteriormente mencionado.
Como consecuencia de lo anterior el Grupo ha procedido a revertir el deterioro dotado en el ejercicio 2016
por importe de 11.875 miles de euros.
11. EFECTIVO Y OTROS ACTIVOS LiQUIDOS EQUIVALENTES
El epigrafe "Efectivo y otros activos liquidos equivalentes" incluye Ia tesoreria del Grupo. El importe en Iibras
de estos activos se aproxima a su valor razonable.
Miles de euros
30/09/2017 31/12/2016
Caja 2 2
Cuentas corrientes 32.629 32.462
32.631 32.464
A 30 de septiembre de 2017 existen restricciones de disponibilidad por importe de 10.413 miles de euros
(4.649 miles de euros a 31 de diciembre de 2016). 8.217 miles de euros corresponden con importes recibidos
y asociadas a promociones que se depositan en cuentas especiales, con separacion de cualquier otra clase
de fondos pertenecientes al Grupo y de las que unicamente se dispone para las atenciones derivadas de Ia
construccion de dichas promociones (4.649 miles de euros en 2016). Adicionalmente, existen 2.196 miles de
euros con restricciones de acuerdo al contrato de prestamo corporative.
12. CAPITAL Y RESERVAS
Tal y como se dispone en Ia nota 1, Ia Sociedad Dominante del Grupo Metrovacesa Suelo y Promocion, S.A.
surge tras Ia decision de los accionistas de Metrovacesa, S.A. de restructurar el Grupo y su negocio,
acordando Ia escision parcial de Ia sociedad Metrovacesa, S.A en virtud del cual se crearon otros dos nuevas
39
grupos, reteniendo Metrovacesa Suelo y Promoci6n. S.A. Ia actividad de promoci6n inmobiliaria y creando
una nueva empresa, cuyos inmuebles constituyen una unidad econ6mica independiente.
Como consecuencia de Ia operaci6n, Ia participaci6n de los socios es Ia misma que mantenfa inicialmente.
En el marco de que Ia operaci6n se ha realizado entre sociedades bajo control comun y teniendo en cuenta
que Ia rama escindida, suelo y promoci6n, era considerada como una unidad de generadora de efectivo en
Metrovacesa, S.A., segun las Normas lnternacionales de Informacion Financiera, las cifras que se presenten
deben de ser comparativas, incluyendo los valores que este negocio tenfa en las cuentas y estados
financieros de Metrovacesa, S.A. respecto a 2015.
a) Capital y prima de emisi6n
Como consecuencia de las operaciones detalladas en Ia nota 1 de los presentes estados financieros
intermedios consolidados, el capital social de Ia Sociedad Dominante, Metrovacesa Suelo y Promoci6n S.A.
esta representado por 5.976. 745.917 acciones al portador, de 0,16 euros nominales cad a una, totalmente
suscritas y desembolsadas a 30 de septiembre de 2017 a excepci6n de 224.059 acciones pendientes de
desembolso por los accionistas minoritarios que surgen como consecuencia de Ia ampliaci6n de capital
dineraria detallada en Ia nota 1.c2. Estas acciones gozan de iguales derechos politicos y econ6micos. El
capital social a 30 de septiembre de 2017 asciende a 956.279 miles de euros (492.045 miles de euros a 31
de diciembre de 2016).
La prima de emisi6n a 30 de septiembre de 2017 surge como consecuencia de las siguientes operaciones:
o Diferencia entre el capital social de Metrovacesa Suelo y Promoci6n, S.A (492.045 miles de
euros), y el valor atribuido al patrimonio escindido segun escritura (1.039.855 miles de euros),
detallada en Ia nota 1.c1, considerando diversos ajustes por importe de (6.733) miles de euros,
que asciende 541.077 miles de euros.
o Diferencia entre el capital social de Metrovacesa Suelo y Promoci6n, S.A. suscrito (464.198
miles de euros), y el valor atribuido a los activos aportados en Ia operaci6n de ampliaci6n de
capital no dineraria (1.097.324 miles de euros), detallada en Ia nota 1.c1 que asciende a
633.124 miles de euros.
o Diferencia entre el capital social de Metrovacesa Suelo y Promoci6n, S.A. suscrito (36 miles de
euros), y el valor total de Ia aportaci6n en Ia operaci6n de ampliaci6n de capital dineraria (84
miles de euros), detallada en Ia nota 1.c2 que asciende a 48 miles de euros.
A 31 de diciembre de 2016la prima de emisi6n ascendfa a 541.077 miles de euros.
La prima de emisi6n se considera de libre disposici6n.
Los accionistas titulares de participaciones significativas en el capital social de Metrovacesa Suelo y

Promoci6n, S.A., tanto directa como indirecta, superiores al 3% del capital social, al 30 de septiembre de
2017 y 31 de diciembre de 2016, son los siguientes:
Acciones %del
Grupo Banco Santander 2.004.395.992 1.647.511.709 3.651.907.701 61,11%

~rl!poBanco Bilbao Vizcaya Argentaria 509.484.394 1.262.211.445 1. 771.695.839 29,64%
Grupo Banco Popular Espariol 290.860.810 259.792.177 550.652.987 9,21%
Resto de accionistas 2.489.390 - 2.489.390 0,04%
Total 2.807.230.586 3.169.515.331 5.976. 745.917 100,00%
40
Las acciones del Grupo Banco Santander no incluyen las acciones que este grupo tiene en Ia Comparifa a traves
de su participaci6n en el Grupo Banco Popular Espariol. Los Administradores de Ia Sociedad han considerado
oportuno detallar ambos grupos de manera separada a los efectos de ser comparables con los datos
correspondiente al ejercicio 2016.
Acciones %del
Grupo Banco Santander 1.614.458.279 546.399.222 2.160.857.501 70,27%

Grupo Banco Bilbao Vizcaya Argentaria 488.962.085 142.114.953 631.077.038 20,52%
Grupo Banco Popular Espariol 281.078.284 - 281 .078.284 9,14%
Resto de accionistas 2.265.331 - 2.265.331 0,07%
Total 2.386.763.979 688.514.175 3.075.278.154 100,00%
b) Ganancias acumuladas y otras reservas
Las variaciones mas significativas reflejadas en el estado de cambios en el patrimonio neto intermedio
consolidado correspondiente al periodo de nueve meses terminado el 30 de septiembre de 2017 y el 31
de diciembre de 2016, al margen de Ia distribuci6n de perdidas de Ia Sociedad Dominante, son las
siguientes:
Reservas en
Reservas en Resultado
sociedades Ganancias
sociedades del
puestas en acumuladas
consolidadas ejercicio
equivalencia
Saldo a 30 de septiembre de 2017 (30.671) (3.275) (33.856) (67.802)
Saldo a 31 de diciembre de 2016 (10.241) (3.172) (20.534) (33.947)
13. PROVISIONES
a) Provisiones no corrientes
La composici6n del saldo en las cuentas de provisiones no corrientes a 30 de septiembre de 2017 y 31

de diciembre de 2016 es el siguiente:
Miles de Euros
30/09/2017 31/12/2016
Provisiones para riesgos
Provision por garantfas (*) 11.150 13.350
Litigios y otras provisiones 8.071 17.073
19.221 30.423
(*) lmporte correspondiente a provisiones por garantfas relativas a determinados recursos de deuda
financiera en sociedades participadas y no consolidadas por garantfas con terceros por existir riesgo
probable de ejecuci6n de dichos recursos.
El epfgrafe "Litigios y otras provisiones" recoge los siguientes conceptos:
a) Reclamaciones judiciales por valor de 8.071 miles de euros.
Dichas reclamaciones, aunque en importe pudieran parecer significativas, son de importes poco
relevantes consideradas individualmente. En este sentido el Grupo provisiona los riesgos probables
por litigios de acuerdo con Ia evaluaci6n de los mismos realizada por su area jurfdica, principal mente
por reclamaciones por vicios ocultos de promociones terminadas.
41
b) Adicionalmente a 31 de diciembre de 2016 el Grupo tenia registrada una provision par importe de
8.433 miles de euros para para cubrir el riesgo asociado a un anticipo registrado. A 30 de
septiembre de 2017 el Grupo ha dado de baja el activo asociado registrado en el epigrafe "Anticipo
a proveedores" (Nota 9), al considerar Ia totalidad del importe irrecuperable.
Los Administradores de las diversas sociedades del Grupo consideran que las provisiones constituidas
son adecuadas para hacer frente a los riesgos probables que pudiesen surgir de Ia resoluci6n de los
litigios en curso y no esperan que, en caso de materializarse riesgos par importe superior al provisionado,
los pasivos adicionales afectasen de manera significativa a los estados financieros del Grupo.
El movimiento de las provisiones no corrientes durante los nueve primeros meses del ejercicio 2017 y el
ejercicio 2016 es el siguiente:
Litigios y otras
Garantias Total
provisiones
lmporte en Iibras al inicio del ejercicio 2017 13.350 17.073 30.423

Cargo/{Abono) a resultados:
- provisiones adicionales reconocidas - 1.593 1.593
- importes no usados revertidos - (1.637) {1.637)
Movimientos sin impacto en resultados
- importes usados durante el ejercicio (2.200) (8.958) {11.158)
lmporte en Iibras a 30 de septiembre de 2017 11.150 8.071 19.221
Litigios y otras
Garantias Total
provisiones
lmporte en Iibras al inicio del ejercicio 2016 8.100 17.374 25.474

Cargo/{Abono) a resultados:
- importes no usados revertidos - (1.805) {1.805)
Movimientos sin impacto en resultados
- importes usados durante el ejercicio - (1.228) {1.228)
lmporte en Iibras a 31 de diciembre de 2016 13.350 17.073 30.423
b) Provisiones corrientes
La composici6n del saldo en Ia cuenta de provisiones corrientes al 30 de septiembre de 2017 y 31 de diciembre

de 2016 es Ia siguiente:
Miles de Euros
30/09/2017 31/12/2016
12.338 12.909
Este capitulo recoge las provisiones dotadas para hacer frente a los castes de liquidaci6n de obra par los
contratistas y a los castes de garantias, fundamentalmente, los gastos de postventa, asi como el importe,
correspondiente a otros castes de obra pendientes de incurrir y comprometidos par diferentes acuerdos. Se
reconocen en Ia fecha de Ia venta de los productos pertinentes, segun Ia mejor estimaci6n del gasto realizada
par los Administradores de Ia Sociedad Dominante y par el importe necesario para liquidar el pasivo del Grupo.
42
El movimiento de las provisiones corrientes durante los ejercicios 2017 y 2016 es el siguiente:
Terminaci6n obra y otros Total

lmporte en Iibras al inicio del ejercicio 2017 12.909 12.909
- Pravisiones adicionales reconocidas 654 654
- lmportes usados durante el ejercicio (1.225) (1.225)
lmporte en Iibras a 30 de septiembre de 2017 12.338 12.338
Terminaci6n obra y otros Total

lmporte en Iibras al inicio del ejercicio 2016 12.813 12.813
- Pravisiones adicionales reconocidas 96 96
lmporte en Iibras a 31 de diciembre 2016 12.909 12.909
14. OTROS PASIVOS CORRIENTES Y NO CORRIENTES
En el epigrafe " Otras pasivos corrientes y no corrientes" se recogen, fundamentalmente, los siguientes
conceptos:
Miles de Euros
30/09/2017 31/12/2016
No corriente:
Deudas
- Otras pasivos financieras 152
- Deudas con entidades de credito 4.645
- Prestamos a empresas 276
- Otras pasivos financieras 151
- Praveedores 3.276
- Anticipos de clientes 5.001
8.424 5.781
43
Miles de Euros
30/09/2017 31/12/2016
Corriente:
Deudas
- Deudas con entidades de credito 2
- Deudas con entidades de credito (a) 171.687
- Prestamos a empresas 34
- Otros pasivos financieros (59)
- Proveedores 16.783 16.148

-Personal 730 173
- Pasivos par impuesto corriente (nota 16) 2.389
- Otras deudas con las Administraciones Publicas 1.010 2.028
- Anticipos de clientes 12.958 6.289
205.498 24.699
Los Administradores consideran que el importe en Iibras de los acreedores comerciales se aproxima a su valor
razonable.
a) Deudas con entidades de credito
a 1) Deuda sindicada
El 11 de julio de 2017, el Grupo ha firmado un prestamo sindicado con los accionistas mayoritarios par
importe de 284.367 miles de euros, con el objeto de financiar Ia tributaci6n indirecta (tram a 1) surgida a raiz
de Ia aportaci6n no dineraria analizada en Ia nota 1.c1, asi como los gastos operativos (tramo 2). El
vencimiento de dicho prestamo esta acordado para el proximo mes de abril de 2018 para el tramo 1 y julio
de 2018 para el tramo 2. El tipo de interes acordado es de EURIBOR mas un margen que se encuentra
entre el 2% y el 3%. A 30 de septiembre de 2017 el detalle par concepto es el siguiente:
30/09/2017
Tributaci6n
Operativo Total
indirecta
Tramo Dispuesto 159.367 10.500 169.867
Tramo Pendiente - 114.500 114.500
Total 159.367 125.000 284.367
La diferencia entre el total de tramos dispuestos y el importe registrado en el epigrafe "Deuda financiera"
del pasivo corriente del balance intermedio consolidado (1.840 miles de euros), corresponds principalmente
a gastos pendientes de abonar par comisiones a 30 de septiembre de 2017.
Adicionalmente este contrato de prestamo esta sujetos al cumplimiento de determinados ratios financieros,
que son habituales en el sector en el que opera el Grupo. Los ratios que se desglosan en el contrato son
los siguientes:
Ratio LTV:
Los obligados deberan asegurarse de que, en todo momenta durante Ia vigencia de este Contrato
durante Ia vigencia del contrato, el Ratio LTV no sea superior al (a) 30% hasta el 30 de junio de 2018; y
44
(b) 35% a partir del 1 de julio de 2018; siendo sus fechas de calculo el 30 de junio y el 31 diciembre de
cada ejercicio.
Ratio de Cobertura de Garantfas:
Los obligados se comprometen a representar de manera conjunta al menos un 85% del EBITDA, activo
total e ingresos consolidados del Grupo, excluyendo todas las operaciones realizadas entre sociedades
del Grupo.
A 30 de septiembre de 2017 todos los ratios se consideran cumplidos.
El importe de los intereses devengados ascienden a 616 miles de euros a 30 de septiembre de 2017.
Asimismo, los castes asociadas con Ia formalizaci6n del prestamo sindicado ascienden a 3.469 miles de
euros
a2) Otras deudas con entidades de credito
Durante los nueve primeros meses del ejercicio 2017 el Grupo ha firmado financiaciones con garantfa
hipotecaria par importe 16 millones de euros para Ia financiaci6n de un proyecto de oficinas situado en
Madrid del cual nose ha dispuesto a 30 de septiembre de 2017. Adicionalmente ha suscrito un contrato de
prestamo para Ia adquisici6n de un suelo par importe 4.645 miles de euros, Ia cual se encuentra dispuesta
totalmente a 30 de septiembre de 2017 con vencimiento 16 de diciembre de 2019. Ambas financiaciones
estan referenciadas a Euribor mas un margen de mercado.
15. INGRESOS DIFERIDOS
Miles de euros
2017 2016
lngresos diferidos 8.758 8.758

8.758 8.758
El epfgrafe recoge el margen obtenido en Ia venta realizada en el ejercicio 2011 de los terrenos de Palmas
Altas (Nota 8), ubicados en Sevilla par importe de 8. 758 miles de euros en ambos ejercicios. El grupo ha
diferido dicho margen, que ira imputandose a resultados a medida que se vaya cobrando el importe de Ia
venta segun se vayan ejecutando las obras de urbanizaci6n de dichos suelos. Con posterioridad al 30 de
septiembre de 2017 se han producido cambios en las negociaciones. Ver hechos posteriores (Nota 22).
16. ADMINISTRACIONES PUBLICAS Y SITUACION FISCAL
Los principales saldos deudores y acreedores con las Administraciones Publicas al 30 de septiembre de 2017
son los siguientes:
Miles de euros
Activos Fiscales Pasivos Fiscales
No No
Corrientes Corrientes
Corrientes Corrientes
Hacienda publica par IVA - 155.630 - (806)
lmpuestos diferidos de activo 89.059 - - -
Hacienda publica acreedora par IRPF - - - (109)
Organismos de Ia Seguridad Social - - - (95)
lmpuesto de Sociedades - - - (2.389)
lmpuestos diferidos de pasivo - - (5.176) -
Otros organismos publicos - 3.285 - -
89.059 158.915 (5.176) (3.399)
45
Activos y pasivos por impuestos diferidos
Con ocasi6n de cada cierre contable, se revisan los impuestos diferidos registrados (tanto activos como pasivos)
con objeto de comprobar que se mantienen vigentes, efectuandose las oportunas correcciones a los mismos de
acuerdo con los resultados de analisis realizados.
30/09/2017 31/12/2016
Activos par impuestos diferidos 89.059 39.189
Pasivos par impuestos diferidos (5.176) (987)
83.883 38.202
Los movimientos habidos durante el ejercicio en los activos y pasivos par impuestos diferidos, sin tener en cuenta
Ia compensaci6n de saldos referidos a Ia misma autoridad fiscal, han sido los siguientes:
Total
AI 1 de enero de 2017 23.547 15.642 39.189

Cargo en cuenta de resultados par
22.731 32.335 55.066
conceptos generados en el ana
Abono en cuenta de resultados par
- (5.196) (5.196)
conceptos generados en el ana
AI 30 de septiem bre de 2017 46.278 42.781 89.059
Total
Activos por impuestos diferidos
AI 1 de enero de 2016 23.547 16.292 39.839
(Cargo) I abono en cuenta de resultados par - (650) (650)
conceotos qenerados en el ana
AI 30 de diciembre de 2016 23.547 15.642 39.189
Las diferencias temporarias corresponden principalmente a Ia activaci6n de los gastos financieros no deducibles
par importe de 7.434 miles de euros y las diferencias generadas par diversas provisiones.
Los principales movimientos de activos par impuestos diferidos registrados par el Grupo durante los nueve
primeros meses del ejercicio 2017 han sido los siguientes:
Revalorizaci6n fiscal de los activos aportados par 126.296 miles de euros a 30 de septiembre de 2017,
generando un impuesto diferido de activo que asciende a 31.574 miles de euros derivados de Ia
aplicaci6n del articulo 11.6 de Ia Ley dellmpuesto de Sociedades. Como consecuencia de Ia aplicaci6n
de este articulo y en el marco de las operaciones de aportaci6n de activos (nota 1.c) y de escisi6n de
rama de actividad (nota 1.b) el Grupo estara obligado a revertir los potenciales deterioros y perdidas
generados par el accionista aportante que hayan sido fiscalmente deducibles en el lmpuesto de
Sociedades para este ultimo (1.428.673 miles de euros), cuando se produzca una recuperaci6n del valor
de los activos y mientras exista tal vinculacion con los accionistas, generando unicamente un efecto
temporal en Ia tributaci6n de Ia Sociedad, sin que suponga un coste tributario adicional.
Activaci6n de bases imponibles negativas par importe de 22.731 miles de euros.
46
Revalorizaci6n
Pasivos por impuestos diferidos Total
de activos
AI 1 de enero de 2017 987 987
Cargo en cuenta de resultados par conceptos
4.189 4.189
generados en el aiio
Abo no en cuenta de resultados par conceptos
- -
AI 30 de septiembre de 2017 5.176 5.176
Revalorizaci6n
Pasivos por impuestos diferidos Total
de activos
AI 1 de enero de 2016 987 987
Cargo en cuenta de resultados par conceptos
- -
Abono en cuenta de resultados par conceptos
- -
AI 31 de diciembre de 2016 987 987
De acuerdo con Ia Ley del lmpuesto sabre Sociedades, Ia compensaci6n se realizara al tiempo de formular Ia
declaraci6n del lmpuesto sabre Sociedades, sin perjuicio de las facultades de comprobaci6n que correspondan
a las autoridades fiscales. A 30 de septiembre de 2017 el Grupo dispone de las siguientes bases imponibles
negativas a compensar contra eventuales beneficios fiscales futuros:
Reconocidas No reconocidas
2007 y anteriores (58.162) -

2008 (19) -
2009 (52.382) -
2010 (26.153) -
2011 (16.383) -
2012 (20.879) -
2016 (11.136) -
2017 - -
(185.114) -
El Grupo ha elaborado un plan de negocio incluyendo hip6tesis a futuro que permiten concluir que los creditos
fiscales del Grupo se recuperan en su totalidad.
Gasto por impuesto sobre las ganancias
Los impuestos devengados sabre los resultados de los perfodos intermedios se calculan en funci6n del tipo
impositivo que resultarfa aplicable al resultado anual total previsto.
El (gasto)/ingreso par impuesto sabre las ganancias puede desglosarse de Ia siguiente manera:
47
30/09/2017
Gasto por impuesto sabre las ganancias
/mpuesto corriente:
lmpuesto corriente sabre el beneficia del ejercicio (4.777)
Compensaci6n de creditos fiscales 2.388
Total (gasto)/ingreso por impuesto corriente (2.389)
lmpuesto sabre las ganancias diferido

(Disminuci6n) incremento en actives por impuestos diferidos 49.870
Disminuci6n (incremento) en pasivos por impuestos diferidos (4.188)
Total (gasto)/ingreso por impuestos diferidos 45.682
Total (gasto)/ingreso por impuesto 43.293
La conciliaci6n numerica del gasto par impuesto sabre las ganancias con el impuesto a pagar durante los nueve
primeros meses del ejercicio 2017 es Ia siguiente:
30/09/2017
Beneficia I (Perdida) de las actividades antes de gasto por impuesto (77.149)
lmpuesto al tipo impositivo del 25% 19.287

Efecto impositivo de importes que no son deducibles (imponibles) en el calculo
del beneficia fiscal:
Diferencias Permanentes (1.114)
Reconocimiento de creditos fiscales no reconocidos previamente 22.731
Perdidas fiscales no reconocidas previamente recuperadas ahara para reducir
2.389
gasto por impuesto corriente
(Gasto) I ingreso por impuesto sobre las ganancias 43.293
La legislaci6n vigente establece que los impuestos no pueden considerarse definitivamente liquidados hasta que las
declaraciones presentadas hayan sido inspeccionadas por las autoridades fiscales, o haya transcurrido el plaza de
prescripci6n de cuatro alios. AI 30 de septiembre 2017, las sociedades que forman el Grupo tienen pendientes de
inspecci6n por las autoridades fiscales todos los impuestos que les son aplicables desde el 1 de enero de 2013.
Los Administradores de Ia Sociedad Dominante no esperan que se devenguen pasivos adicionales de

consideraci6n para las mismas como consecuencia de una eventual inspecci6n.
17. INGRESOS Y GASTOS
a) lmporte neto de Ia citra de negocios
El detalle del importe neto de Ia citra de negocios correspondiente a las actividades ordinarias de Ia Sociedad es
el siguiente:
30/09/2017 30/09/2016*
Venta de existencias 15.620 8.264

Prestaci6n de servicios 3.221 2.925
Otros 46 31
18.887 11.220
48
Todas las ventas del ejercicio se han producido a territorio nacional.
b) Coste de ventas
30/09/2017 30/09/2016*
Variacion de existencias y castes relacionados (12.911) (7.783)

Prestacion de servicios (1. 702) (1.039)
Otros (8) (14)
(14.621) (8.836)
c) Gastos de personal
30/09/2017 30/09/2016*
Sueldos, salarios y asimilados (3.741) (1.665)

Cargas sociales:
Seguridad Social a cargo de Ia empresa (581) (343)
Aportaciones y dotaciones para pensiones (62) (40)
Otras cargas sociales (41) (39)
(4.425) (2.087)
d) Variacion de provisiones de trafico
30/09/2017 30/09/2016*
Reversion de provisiones para riesgos y gastos 3.837 -
Dotacion a Ia provision de riesgos y gastos (1.593) -
Dotacion a Ia provision de existencias (Nota 9) (121.945) (7.315)
Reversion de provision de existencias (Nota 9) 26.766 796
Reversion de provision de insolvencias de trafico (Nota 10) 11.796 -
Reversion de provision de creditos a largo plaza con (Nota 10)
13.022 -
empresas asociadas
Otros (247) 10
(68.364) (6.509)
e) El numero media de empleados en el curso del ejercicio distribuido por categorfas es el siguiente:
Periodo de nueve meses finalizado el 30 de

septiembre de 2017
Directives 10 2 12
45 22 67
49
septiembre de 2016
Directivos 6 7
36 10 46
El numero de empleados a 30 de septiembre de 2017 y 30 de septiembre de 2016 es el siguiente:
(**) lncluidos jefes de delegaci6n

septiembre de 2017
Directivos (**) 11 3 14
55 29 84

septiembre de 2016*
Directivos (**) 6 1 7
36 10 46

(**) lncluidos jefes de delegaci6n
18. GARANTiAS COMPROMETIDAS CON TERCEROS Y OTROS PASIVOS CONTINGENTES
AI 30 de septiembre de 2017 y 31 de diciembre de 2016, el Grupo tiene concedidos ante terceros los
siguientes avales y garantias:
Miles de Euros
30/09/2017 31/12/2016
Por cantidades entregadas a cuenta par clientes 9.688 3.399
Por obligaciones pendientes en terrenos y urbanizaciones 19.191 21.119
Total 28.879 24.518
Dentro del concepto "Par obligaciones pendientes en terrenos y urbanizaciones" se encuentran incluidos 11.150
miles de euros a 30 de septiembre de 2017 y 13.350 miles de euros a 31 de diciembre de 2016, que Ia Campania
tiene registrado dentro de Ia partida "provision par garantias" (Nota 13).
Los Administradores de las sociedades del Grupo no esperan que se devenguen pasivos adicionales para las
mismas en relaci6n con los mencionados avales.
50
19. COMPROMISOS
a) Compromisos por arrendamiento operativo (cuando Ia sociedad es arrendataria)
El importe que el Grupo ha incurrido durante los nueve primeros meses del ejercicio 2017 en arrendamientos y
gastos comunes para inmuebles y otros equipamientos en relaci6n con sus actividades asciende a 218 miles de
euros (117 miles de euros en el ejercicio 2016).
Se trata de los contratos de alquiler de las oficinas que el Grupo tiene en las diferentes delegaciones. El contrato
de las oficinas situadas en Madrid en Ia calle Quintanavides, 13 vence en diciembre del ejercicio 2018, y es
renovable a su vencimiento en condiciones de mercado.
Los pagos minimos totales futuros por rentas correspondientes a arrendamientos operativos no cancelables son
los siguientes:
Miles de euros
2017 2016
Menos de un alio 356 142
Entre uno y cinco alios 306
Mas de cinco alios
662 142
20. OPERACIONES CON PARTES VINCULADAS
Se consideran "partes vinculadas" al Grupo, adicionalmente a las entidades dependientes, asociadas y

multigrupo, el "personal clave" de Ia Direcci6n de Ia Sociedad (miembros de su Consejo de Administraci6n y los
Directores, junto a sus familiares cercanos), asi como las entidades sobre las que el personal clave de Ia
Direcci6n pueda ejercer una influencia significativa o tener su control.
A continuaci6n, se indican las transacciones realizadas por el Grupo, durante los ejercicios 2017 y 2016, con las
partes vinculadas a este, distinguiendo entre accionistas significativos, miembros del Consejo de Administraci6n y
Directores de Ia Sociedad y otras partes vinculadas. Las condiciones de las transacciones con las partes vinculadas
son equivalentes a las que se dan en transacciones hechas en condiciones de mercado y se han imputado las
correspondientes retribuciones en especie.
Miles de Euros
Personas,
Accionistas Administradore Sociedades,
Total
significativos s y Directivos Entidades del
Grupo
ACTIVO
No corriente
Creditos concedidos - - 75.605 75.605
Corriente
Creditos concedidos - - 14 14
Otros activos financieros - - - -
Activos liquidos equivalentes 28.775 - - 28.775
51
Miles de Euros
Personas,
Total
significativos y Directives Entidades
del Grupo
PASIVO
No corriente
Deudas con entidades de credito 4.645 - 151 4.796
Corriente
Deudas con entidades de credito 171.687 - - 171.687
Otras deudas (59) - - (59)
Miles de Euros
Personas,
Total
del Grupo
ACTIVO
No corriente
Creditos concedidos - - 62.583 62.583
Corriente
Creditos concedidos - - 10 10
Otros activos financieros - - 440 440
Activos lfquidos equivalentes 32.461 - - 32.461
Miles de Euros
Personas,
Total
del Grupo
PASIVO
No corriente
Deudas con entidades de credito - - - -
Otras deudas - - 276 276
Corriente
Deudas con entidades de credito - - - -
Otras deudas - - 34 34
52
Miles de Euros
Personas,
Total
significativos y Directives Entidades del
Grupo
Gastos:
Comisiones e intereses bancarios (4.164) - - (4.164)
Compra de existencias - - (1.204) (1.204)
Otras compras - - (100) (100)
lngresos:
Prestaci6n de servicios (b) - - 820 820
Miles de Euros
Personas,
Total
del Grupo
Gastos:
Comisiones e intereses bancarios - - (6) (6)
Recepci6n de servicios (a) - - (1.420) (1.420)
Otras compras - - (803) (803)
lngresos:
Prestaci6n de servicios (b) - - 1.616 1.616
(a) lncluye los servicios prestados par Metrovacesa. S.A. en relaci6n a un contrato de gesti6n corporativa,
tecnologfa, asf como otros servicios.
(b) Servicios prestados par Ia Sociedad a Merlin Properties Socimi, S.A. en relaci6n a actividades de
comercializaci6n, gesti6n de suelos y otros servicios. Como consecuencia de Ia operaci6n descrita en
Ia nota 1 Merlin Properties Socimi, S.A. se subrog6 en las obligaciones de Metrovacesa, S.A. Se ha
incluido esta informacion a efecto de presentar los datos comparatives con el ejercicio 2016.
21. INFORMACION LEGAL RELATIVA AL CONSEJO DE ADMINISTRACION Y A LA ALTA

DIRECCION
a) Retribuci6n y otras prestaciones al Consejo de Administraci6n y a Ia alta direcci6n.
A continuaci6n, se incluye un resumen de los datos mas significativos de las remuneraciones y prestaciones
correspondientes a los ejercicios 2017 y 2016:
53
Miles de Euras
30/09/2017 30/09/2016 _(_**)
Miembros del Consejo de Administraci6n:
Concepto retributive-
Retribuci6n fija y variable 762 -
Retribuci6n en especie 7 -
Dietas - -
lndemnizaciones - -
Atenciones estatutarias - -
Otros beneficios- del Consejo de Administraci6n
Primas de seguras de vida 20 9
Fondos y planes de pensiones 6 1
Directivos:
Total remuneraciones devengadas porIa alta direcci6n (*) 401 310
(*) Los datos no incluyen Plan Pensiones ni Segura de Vida. Con estos conceptos el importe se incrementaria
en 18 miles de euras (9 miles de euros a 30 septiembre de 2016).
(**) Cifras no auditadas
La Sociedad Dominante del Grupo tiene contratado un segura de responsabilidad civil de Consejeras y Altos
Directivos cuyo coste asciende a 149 miles de euros.
b) Situaciones de conflictos de interes de los administradores
En el deber de evitar situaciones de conflicto con el interes de Ia Sociedad, durante el ejercicio los administradores
que han ocupado cargos en el Consejo de Administraci6n han cumplido con las obligaciones previstas en el
articulo 228 del texto refundido de Ia Ley de Sociedades de Capital. Asimismo, tanto ellos como las personas a
ellos vinculadas, se han abstenido de incurrir en los supuestos de conflicto de interes previstos en el articulo 229
de dicha ley, excepto en los casos en que haya sido obtenida Ia correspondiente autorizaci6n.
Es polftica comun de los miembros del Consejo abstenerse en reuniones del Consejo de Administraci6n o
comisiones delegadas con relaci6n a operaciones y/o acuerdos donde pudiera haber incompatibilidades, en los
terminos que aparecen reflejados en las aetas del ejercicio 2017, sin que afecte dicho hecho en ningun caso a
las manifestaciones incluidas en el articulo 229 de supuestos de conflicto de interes.
22. HECHOS POSTERIORES AL CIERRE
a) El 31 de octubre de 2017 Ia Sociedad Dominante del Grupo ha suscrito con Ia gerencia del Excmo.
Ayuntamiento de Sevilla un convenio para Ia resoluci6n por mutuo acuerdo del convenio de concertaci6n
urbanistica suscrito el 24 de noviembre de 2010, para el ambito de gesti6n del SUS-DBP-02 "Palmas
Altas Sur'' (Nota 10). Como consecuencia de dicha resoluci6n se acuerda;
La devoluci6n a Ia Sociedad Dominante del Grupo de las parcelas transmitidas al Ayuntamiento

de Sevilla tras Ia firma del convenio anteriormente mencionado.
Que las obligaciones de Ia Sociedad Dominante del Grupo en orden a ejecutar las obras de
urbanizaci6n sigan vigentes.
Formular por parte de Ia Sociedad Dominante del Grupo desistimiento del recurso contencioso-
administrativo interpuesto contra el acuerdo.
Constituir una Comisi6n Tecnica Paritaria para el analisis y negociaci6n de puntas pendientes de
resolver que se debera de formalizar antes del 30 de noviembre de 2017 y que sera condici6n
necesaria para el cumplimiento integra del acuerdo suscrito entre las partes.
b) Con fecha 24 de noviembre de 2017 Ia Sociedad Dominante del Grupo ha tornado Ia decision en
Consejo de Administraci6n de proponer a Ia Junta General Extraordinaria de Accionistas una ampliaci6n
de capital y prima de emisi6n con cargo a Ia aportaci6n no dineraria que sera suscrita por los accionistas
54
de Metrovacesa Promoci6n y Arrendamiento, S.A. (en adelante MPYA), por efecto de Ia cualla Sociedad
Dominante adquirira al menos, el 99,926% del capital social de MPYA. Dicha ampliaci6n de capital no
dineraria se realizara en dos aumentos de capital sucesivos que se detallan a continuaci6n:
Un primer aumento de capital social mediante aportaciones no dinerarias consistentes en acciones

representativas que han sido aportadas por los Accionistas Mayoritarios de Ia Sociedad (Grupo
Santander y Grupo BBVA), titulares de un 99,926% del capital social de Ia campania. En este caso
Ia suscripci6n de las acciones se ejecut6 tan pronto como se aprob6 el acuerdo correspondiente a
Ia Junta General Extraordinaria. El importe global de Ia ampliaci6n de capital social ascendi6 a
316.728.724 euros (valor nominal135.737.331 euros, prima de emisi6n 180.991.393 euros). El tipo
de emisi6n se calcul6 en base a las valoraciones existentes de Ia Sociedad, realizadas en atenci6n
al Net Net Asset Value (NNAV) al 30 de junio de 2017. La ampliaci6n de capital no dineraria se ha
considerado como una adquisici6n de activos de acuerdo con las NIIF UE, que se registran en el
balance de Ia entidad adquirente a su valor razonable, considerando que MPYA no cumple con Ia
definicion de negocio establecida en Ia Guia de Aplicaci6n de Ia NIIF 3, parrafo 87, siendo los
activos aportados terrenos que no formaban parte de un conjunto integrado de actividades, para
los que no se habia realizado una gesti6n activa hasta su futura integraci6n en las actividades del
Grupo.
Un segundo aumento de capital social mediante aportaciones no dinerarias consistentes en

acciones representativas de Ia sociedad MPYA destinadas exclusivamente a Accionistas
Minoritarios de MPYA. Los Accionistas Minoritarios de MPYA constituyen un grupo heterog€meo y
su participaci6n en el capital social es del 0,07 4%. En este caso se estableci6 un periodo de
suscripci6n de un mes que va a permitir tamar conocimiento de Ia propuesta de acuerdo por parte
de los accionistas Minoritarios de MPYA.
Dicha aportaci6n sera calificada como una aportaci6n de activos al no poder ser consideradas
individualmente como negocio.
c) Con fecha 1 de diciembre, Ia Campania ha firmado un prestamo corporative por importe de 275.000 miles
de euros con varias entidades financieras nacionales e internacionales. El vencimiento de Ia financiaci6n
es 5 arias y Ia remuneraci6n es variable segun el Euribor 3M mas un diferencial de mercado. Esta
financiaci6n se utilizara, entre otros, para el repago del tramo corporative de Ia actual financiaci6n puente
que otorgaron los accionistas a Ia Sociedad en julio de 2017.
d) Por otro lado, y en relaci6n a Ia potencial salida a Balsa, el Consejo de Administraci6n de Metrovacesa
Suelo y Promoci6n, S.A. propondra a Ia Junta de Accionistas Ia aprobaci6n de un plan de incentivos para
el CEO y los miembros de Ia Direcci6n. Este plan estara compuesto por dos partes, una primera
compensaci6n sera fija y se devengaria como consecuencia de Ia admisi6n a cotizaci6n de Ia Sociedad
Dominante (MIP) y Ia segunda seria un plan de remuneraci6n a largo plaza (LTIP).
El coste del MIP seria asumido por los accionistas mayoritarios de Ia Sociedad Dominante. El importe
maximo acordado a ser distribuido asciende a 6,7 millones de euros, siendo este el importe maximo a
registrar en el estado de resultados y se abonara el 50% en efectivo dentro de los quince siguientes dias
a Ia admisi6n a cotizaci6n de las acciones, el resto sera abonado en acciones de Ia Sociedad Dominante,
que seran entregadas el 25% tras un ario des de que Ia sociedad comenz6 a cotizar y el otro 25% despues
del segundo ario, siempre que los beneficiaries sean empleados del grupo. La Sociedad registrara de
acuerdo con su devengo las correspondientes aportaciones de los accionistas mayoritarios en el
patrimonio neto consolidado con contrapartida en gastos de personal.
El LTIP consistira en Ia entrega gratuita de acciones tras un periodo de tiempo, sujeto a Ia consecuci6n
de ciertos objetivos de desemperio (incluyen parametros de crecimiento 25%, parametros de eficiencia
25% y un parametro de creaci6n de valor 50%) y a Ia continuidad en Ia Sociedad por parte de los
beneficiaries. Estara compuesto de tres ciclos superpuestos, de tres alios cada uno, comenzando desde
Ia fecha de admisi6n a negociaci6n de las acciones de Ia Sociedad y finalizando el 31 de diciembre de
2022. La cantidad maxima total a entregar durante Ia vida del plan (asumiendo un 150% de cumplimiento
de los parametros de desemperio) a Ia totalidad de los beneficiaries de forma agregada ascendera a 9,1
millones de euros. Las entregas de las acciones a cada beneficiario se llevaran a cabo una vez finalizado
cada uno de los ciclos. El primero de los ciclos se iniciara en el momenta de admisi6n de cotizaci6n de
las acciones y finalizara el 31 de diciembre de 2020. Este plan se liquidara en acciones "equity settle". La
campania sabre las bases descritas anteriormente esta estimando el coste de remuneraci6n de estos
incentivos a registrar contablemente.
55
e) El 30 de junio de 2017 Ia Junta General de Accionistas de Ia Sociedad Dominante acordo el cambia de
denominacion social a Metrovacesa, S.A., sujeto al cumplimiento de determinadas condiciones
suspensivas. Dicho cambia se ha inscrito en el Registro Mercantil de Madrid con fecha 29 de noviembre
de 2017.
f) Durante el mes de noviembre, Ia Sociedad ha firmado un acuerdo privado con una Socimi dedicada a Ia
inversion en activos en renta, para Ia transmision de las oficinas que se estan construyendo en el solar
de Josefa Valcarcel par valor de 29.700 miles de euros. Se estima que Ia entrega del edificio terminado
se produzca durante el cuarto trimestre del ejercicio 2018.
g) El Consejo de Administracion celebrado el 24 de noviembre de 2017 ha aprobado Ia fusion par absorcion

de Ia Sociedad Metrovacesa Suelo y Promocion, S.A. con las sociedades filiales Atlantys Espacios
Comerciales, S.L. y Habitatrix, S.L.
h) El 19 de diciembre de 2017, Ia Sociedad ha transmitido las acciones que tenia en Ia Sociedad Parque
Central Agente Urbanizador, S.L. par importe de 1 euro, sin que haya supuesto impacto en Ia cuenta de
resultados del grupo.
i) Con fecha 20 de diciembre de 2017, Ia Sociedad ha recibido desde Ia Agencia Tributaria devolucion
parcial del IVA que tenia pendiente de cobra par importe de 147.580 miles de euros. Con fecha 22 de
diciembre de 2017 Ia Campania ha realizado amortizacion parcial del prestamo sindicado firmado el 11
de julio de 2017 con los accionistas mayoritarios, par importe de 149.779 miles de euros.
23. HONORARIOS DE AUDITORES DE CUENTAS
Los honorarios devengados durante el ejercicio par PricewaterhouseCoopers Auditores, S.L. ("PwC") par los
servicios de auditoria de los presentes estados financieros intermedios consolidados y par los servicios de
revision limitada de los estados financieros semestrales y auditoria de las cuentas anuales consolidadas
ascienden a 83 miles de euros (2016: 90 miles de euros). Adicionalmente se han devengado 82 miles de euros
durante los nueve primeros meses del ejercicio 2017 en concepto de otros servicios de verificacion. No se han
devengado honorarios ni en 2017 ni en 2016 par otras sociedades de Ia red PwC como consecuencia de
servicios de asesoramiento fiscal, y otros servicios prestados a Ia Sociedad.
56
ANEXOI
SOCIEDADES DEPENDIENTES
Participaci6n Neta en Ia sociedad titular
Domicilio 30.09.2017 31.12.2016
Nombre Actividad 2017 2016 (%) Sociedad del Grupo titular
social (miles €) (miles €)
lnmobiliaria Das Avenidas Novas, S.A. Portugal Promoci6n y Desarrollo inmobiliario 100% 100% 2.996 2.996 Metrovacesa Suelo y Promoci6n, S.A.
Promociones Vallebramen, S.L. Espana Promoci6n y Desarrollo inmobiliario 100% 100% Metrovacesa Suelo y Promoci6n, S.A.
Atlantys Espacios Comerciales, S.L. Espana Promoci6n y Desarrollo inmobiliario 100% 100% 24.292 24.292 Metrovacesa Suelo y Promoci6n, S.A.
Habitatrix, S.L. Espana Promoci6n y Desarrollo inmobiliario 100% 100% Metrovacesa Suelo y Promoci6n, S.A.
Fuencarral Agrupanorte,S. L (ANTES
ALQ.13) Espana Promoci6n y Desarrollo inmobiliario 100% 100% 100.691 100.691 Metrovacesa Suelo y Promoci6n, S.A.
Metrovacesa lnmuebles y Promociones, SL Espana Promoci6n y Desarrollo inmobiliario 100% 100% 32.119 32.119 Metrovacesa Suelo y Promoci6n, S.A.
SOCIEDADES ASOCIADAS (*) Y NEGOCIOS CONJUNTOS

(**)
Domicilio 2017 30/09/2017 31/12/2016
Nombre Actividad 2016 (%) Sociedad del Grupo titular
social (%) (miles€) (miles €)
Urbanizadora Valdepolo I, S.A. (*) Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Urbanizadora Valdepolo II, S.A. (*) Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Urbanizadora Valdepolo Ill, S.A. (*) Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Urbanizadora Valdepolo IV, S.A. (*) Espana Promoci6n y Desarrollo inmobiliario 50% 50% Metrovacesa Suelo y Promoci6n, S.A.
Asturcontinental de Edificaciones, S.L. (**) Espana Promoci6n y Desarrollo inmobiliario Metrovacesa Suelo y Promoci6n, S.A.
L'Esplay Valencia, S.L. (**) Espana Promoci6n y Desarrollo inmobiliario 37% 117 Metrovacesa Suelo y Promoci6n, S.A.
OTRAS INVERSIONES NO CONSOLIDADAS

Domicilio 2017 30/09/2017 31/12/2016
Nombre Actividad 2016 (%) Sociedad del Grupo titular
social (%) (miles€) (miles €)
Parque Central Agente Urbanizador, S.L. Espana Construcci6n y venta 11% 11% 1 2
Union Fuente San Luis, S.L. Espana Construcci6n y vena 10% 10% 115.632
r> La infonnaci6n financiera incluida en el presente anexo no ha sido auditada. 57

\ ) Sociedad Iiquidada
ANEXOII
Informacion financiera resumida

a 30/09/2017
Urbanizadora Urbanizadora Urbanizadora Urbanizadora L'Esplay Valencia, S.L.
Valdepolo I, S.A.(*) Valdepolo II, S.A.(*) Valdepolo Ill, S.A.(*) Valdepolo IV, S.A.(*) (**)
Activos Corrientes 23.095 23.087 23.076 23.089
Pasivos corrientes (22) (22) (21) (22)
Actives netos corrientes 23.073 23.065 23.055 23.067
Pasivos no corrientes (24.750) (24.750) (24.750) (24.750)
Actives netos no corrientes (23.868) (23.869) (23.870) (23.869)
Actives netos totales (795) (804) (815) (802)
lngresos ordinaries 18 7 7 7
Beneficia del ejercicio 126 115 115 116
Informacion financiera resumida U rbanizadora Urbanizadora Urbanizadora Urbanizadora L'Esplay Valencia, S.L.
31/12/2016 Valdepolo I, S.A.(*) Valdepolo II, S.A.(*) Valdepolo Ill, S.A.(*) Valdepolo IV, S.A.(*) (**)
Activos Corrientes 22.952 22.955 22.944 22.956 321
Pasivos corrientes 4 4 4 4 8
Actives netos corrientes 22.948 22.951 22.940 22.952 313
Pasivos no corrientes (24.750) (24.750) (24.750) (24.750)
Actives netos no corrientes (23.868) (23.869) (23.869) (23.869)
Actives netos totales (920) (918) (929) (917)
lngresos ordinarios 5 5 5 5
Beneficia del ejercicio 2 14 (176)
(*)La informacion financiera incluida en el presente anexo no ha sido auditada.

(**) Sociedad Iiquidada
58
lnforme de gesti6n intermedio consolidado correspondiente al periodo de
nueve meses terminado al 30 de septiembre de 2017
1. Aspectos significativos del periodo
Operaciones relevantes del periodo comprendido entre el 1 de enero de 2017 y el 30 de septiembre de 2017
• Ampliaci6n de capital no dineraria.
Con fecha 30 de junio de 2017, Ia Junta General de Accionistas de Ia Sociedad acord6 una ampliaci6n de capital
no dineraria, mediante Ia aportaci6n de actives inmobiliarios por parte de los accionistas mayoritarios. Con fecha
6, 10 y 11 de julio de 2017, los accionistas mayoritarios (Grupo Banco Bilbao Vizcaya Argentaria, Grupo Banco
Popular y Grupo Banco Santander) en escritura publica, suscribieron y desembolsaron un total de 2.928.896.379
acciones a traves de una aportaci6n de fincas por valor de mercado de 1.107.783 miles de euros.
Con fecha 17 de septiembre de 2017, tal y como se previ6 en las escrituras de ampliaci6n no dinerarias descritas
anteriormente, se formaliz6 escritura de ejecuci6n definitiva del acuerdo, actualizandose Ia situaci6n de ciertos
actives afectos a clausulas suspensivas y que modificaba, por tanto, el importe de Ia operaci6n. La emisi6n
definitiva de Ia ampliaci6n de capital no dineraria fue de 2.901.243.704 acciones a traves de una aportaci6n de
fincas (suelos y construcciones en explotaci6n) por valor de 1.097.324 miles de euros.
Por naturaleza de actives se aportaron terrenos y solares por importe de 941.222 miles de euros, edificios en
construcci6n por importe de 115.061 miles de euros y actives en explotaci6n por importe de 41.041 miles de
euros.
El detalle de las aportaciones por grupo de sociedades es el siguiente:
Acciones I Valor Prima de Aportaci6n

I
asignadas nominal emisi6n Total (miles
Aportante (miles) I (miles €) (miles €) €) I
Grupo Banco Santander 1.491.050 238.568 325.385 563.953

Grupo Banco Bilbao Vizcaya Argentaria 1.140.619 182.499 248.912 431.411
Grupo Banco Popular Espanol 269.575 43.132 58.828 101.960
Total 2.901.244 464.199 633.125 1.097.324
Las acciones del Grupo Banco Santander no incluyen las acciones que este grupo tiene en Ia Sociedad
Dominante a traves de su participaci6n en el Grupo Banco Popular Espanol. Los Administradores de Ia Sociedad
han considerado oportuno detallar ambos grupos de manera separada a los efectos de ser comparables con los
datos correspondiente al ejercicio 2016.
• Ampliaci6n de capital dineraria.
Adicionalmente, en Ia misma Junta General de Accionistas, se aprob6 una ampliaci6n de capital dineraria por
importe de 834 miles de euros, en Ia que los accionistas mayoritarios renunciaron a todos sus derechos de
suscripci6n preferente, con el objeto que los accionistas minoritarios pudieran mantener su porcentaje de
participaci6n en Ia Sociedad Dominante. La suscripci6n de Ia ampliaci6n fue de 224.059 acciones, lo que supone
un total de 84 miles de euros. (36 miles de euros de capital y 48 miles de euros de prima de emisi6n), estando el
importe total pendiente de desembolso a 30 de septiembre de 2017.
• Variaciones en el perfmetro de consolidaci6n
Durante los primeros nueve meses del ejercicio 2017, Ia sociedad "L'Esplay Valencia, S.L.", que se registraba
como inversion por puesta en equivalencia con un valor neto de 117 miles de euros, ha sido liquidada por acuerdo
de sus respectivos socios. La participaci6n del Grupo en Ia sociedad era del 37% y ha generado un resultado
positive en el estado de resultados intermedio consolidado de 196 miles de euros registrado en el epfgrafe
"Deterioro y resultados por enajenaci6n de instrumentos financieros".
El perf metro de consolidaci6n a 30 de septiembre de 2017 y 31 de diciembre de 2016 esta detallado en el anexo
I de los presentes estados financieros intermedios consolidados.
De los resultados correspondientes al periodo anual terminado el 31 de diciembre de 2016 destacan los
siguientes hechos:
• Ventas y margen
59
Durante el periodo de nueve meses terminado el 30 de septiembre de 2017, las ventas han ascendido a 18.887
miles de euros principalmente par Ia contribuci6n a Ia citra de ventas de los ingresos ventas de promociones
inmobiliarias (15.620 miles de euros) y las prestaciones de servicios a terceros (3.221 miles de euros). Durante
el periodo de nueve meses terminado el 30 de septiembre de 2016, las ventas han ascendido a 11.220 miles de
euros principalmente par Ia contribuci6n a Ia citra de ventas de los ingresos ventas de promociones inmobiliarias
(8.264 miles de euros) y las prestaciones de servicios a terceros (2.925 miles de euros).
Durante el periodo de nueve meses terminado el 30 de septiembre de 2017 el margen bruto de Ia campania,
entendido como Ia diterencia entre el importe de las ventas que ha ascendido a 18.887 miles de euros y el coste
asociado a las mismas que ha ascendido a 14.621 miles de euros, ha sido a 4.266 miles de euros. Durante el
periodo de nueve meses terminado el 30 de septiembre de 2016 el margen bruto de Ia campania, entendido como
Ia diterencia entre el importe de las ventas que ha ascendido a 11.220 miles de euros y el coste asociado a las
mismas que ha ascendido a 8.836 miles de euros, ha sido a 2.384 miles de euros.
• Gastos de Estructura
Los gastos de estructura se situan en 7.974 miles de euros e incluyen gastos de personal par importe de 4.425
miles de euros para el periodo de nueve meses terminado el 30 de septiembre de 2017. A 30 de septiembre de
2016 los gastos de estructura se situan en 4.467 miles de euros e incluyen gastos de personal par importe de
2.087 miles de euros.
• Resultado del periodo
El resultado acumulado consolidado a 30 de septiembre de 2017 y 30 de septiembre de 2016, ha ascendido a

33.856 miles de euros de perdidas y 240 miles de euros de beneficia, respectivamente
• Situaci6n financiera
El Area Financiera, responsable de Ia gesti6n de riesgos financieros, revisa Ia estructura de capital, asf como el ratio de
Deuda neta (definida esta como Ia tesoreria menos Ia deuda con terceros clasificada como deuda bancaria), sabre valor
razonable de los activos (Gross Asset Value- GAV). A este respecto el Grupo tiene Ia prevision para ellargo plaza de
no sobrepasar un endeudamiento de 25% para este ratio. A 30 de septiembre de 2017 el ratio es del?%.

(+) Deuda bancaria 176.684
(-) Tesorerfa disponible 22.217
(-) Otros activos financieros 1.343
153.124
Valor de mercado de los activos (GA V) 2.208.925
La Campania no ha incluido en el calculo de Ia Deuda financiera neta el importe del IVA pendiente de devoluci6n
de Ia Agencia Tributaria, par importe de 158.915 miles de euros que garantiza el repago parcial de Ia Deuda
bancaria. En caso de haberlo incluido, Ia deuda tinanciera neta habria ascendido a -5.791 miles de euros.
Con techa 1 de diciembre, Ia Campania ha firmado un prestamo corporative par importe de 275.000 miles de euros
con varias entidades financieras nacionales e internacionales. El vencimiento de Ia financiaci6n es 5 arias y Ia
remuneraci6n es variable segun el Euribor 3M mas un diterencial de mercado. Esta financiaci6n se utilizara, entre
otros, para el repago del tramo corporative de Ia actual financiaci6n puente que otorgaron los accionistas a Ia
Sociedad en julio de 2017.
2. Factores de riesgo
Segun se indica en Ia Nota 3 de las notas explicativas adjuntas, como consecuencia de las actividades que el
Grupo desarrolla, existen riesgos inherentes al entorno, marco regulatorio y de las operaciones que deben ser
identificados y controlados mediante los sistemas de gesti6n de riesgos establecidos par el Grupo.
El Grupo cuenta con una Politica de Control y Gesti6n de Riesgos que establece los principios de actuaci6n para
que los riesgos relevantes a los que se entrenta Metrovacesa, Suelo y Promoci6n S.A. y su Grupo esten en todo
momenta identificados, medidos, comunicados y, en Ia medida de lo posible, controlados.
60
3. Informacion sobre vinculadas
En Ia Nota 20 de las notas explicativas adjuntas se detallan las operaciones realizadas con partes vinculadas.
Gran parte de las mismas proceden de los acuerdos de financiaci6n y sus correspondientes gastos financieros
con las entidades financieras que componen el accionariado de Ia Sociedad Dominante, asf como de operaciones
financieras con otras sociedades del grupo.
4. Hechos posteriores
• Acuerdo Palmas Altas
El 31 de octubre de 2017 Ia Sociedad Dominante del Grupo ha suscrito con Ia gerencia del Excmo. Ayuntamiento
de Sevilla un convenio para Ia resoluci6n par mutua acuerdo del convenio de concertaci6n urbanistica suscrito
el 24 de noviembre de 2010, para el ambito de gesti6n del SUS-DBP-02 "Pal mas Altas Sur" (Nota 10). Como
consecuencia de dicha resoluci6n se acuerda;
La devoluci6n a Ia Sociedad Dominante del Grupo de las parcelas transmitidas al Ayuntamiento de

Sevilla tras Ia firma del convenio anteriormente mencionado.
Que las obligaciones de Ia Sociedad Dominante del Grupo en arden a ejecutar las obras de urbanizaci6n
sigan vigentes.
Formular par parte de Ia Sociedad Dominante del Grupo desistimiento del recurso contencioso-
administrativo interpuesto contra el acuerdo.
Constituir una Comisi6n Tecnica Paritaria para el analisis y negociaci6n de puntas pendientes de
resolver que se debera de formalizar antes del 30 de noviembre de 2017 y que sera condici6n necesaria
para el cumplimiento integra del acuerdo suscrito entre las partes.
• Ampliaci6n de capital no dineraria
Con fecha 24 de noviembre de 2017 Ia Sociedad Dominante del Grupo ha tornado Ia decision en Consejo de
Administraci6n de proponer a Ia Junta General Extraordinaria de Accionistas una ampliaci6n de capital y prima de
emisi6n con cargo a Ia aportaci6n no dineraria que sera suscrita por los accionistas de Metrovacesa Promoci6n y
Arrendamiento, S.A. (en adelante MPYA), par efecto de Ia cual Ia Sociedad Dominante adquirira al menos, el
99.926% del capital social de MPYA. Dicha ampliaci6n de capital no dineraria se realizara en dos aumentos de
capital sucesivos que se detallan a continuaci6n:
I. Un primer aumento de capital social mediante aportaciones no dinerarias consistentes en acciones

representativas que han sido aportadas par los Accionistas Mayoritarios de Ia Sociedad (Grupo Santander y
Grupo BBVA), titulares de un 99,926% del capital social de Ia comparifa. En este caso Ia suscripci6n de las
acciones se ejecut6 tan pronto como se aprob6 el acuerdo correspondiente a Ia Junta General Extraordinaria.
El importe global de Ia ampliaci6n de capital social ascendi6 a 316.728.724 euros (valor nominal135.737.331
euros, prima de emisi6n 180.991.393 euros). El tipo de emisi6n se calcul6 en base a las valoraciones existentes
de Ia Sociedad, realizadas en atenci6n al Net Net Asset Value (NNAV) al 30 de junio de 2017.
II. Un segundo aumento de capital social mediante aportaciones no dinerarias consistentes en acciones
representativas de Ia sociedad MPYA destinadas exclusivamente a Accionistas Minoritarios de MPYA. Los
Accionistas Minoritarios de MPYA constituyen un grupo heterogeneo y su participaci6n en el capital social es
del 0,074%. En este caso se estableci6 un periodo de suscripci6n de un mes que va a permitir tamar
conocimiento de Ia propuesta de acuerdo por parte de los accionistas Minoritarios de MPYA.
Dicha aportaci6n sera calificada como una aportaci6n de activos al no poder ser consideradas individualmente
como negocio.
• Plan incentivos
Por otro lado, y en relaci6n a Ia potencial salida a Balsa, el Consejo de Administraci6n de Metrovacesa Suelo y
Promoci6n, S.A. propondra a Ia Junta de Accionistas Ia aprobaci6n de un plan de incentivos para el CEO y los
miembros de Ia Direcci6n. Este plan estara compuesto por dos partes, una primera compensaci6n sera fija y se
devengaria como consecuencia de Ia admisi6n a cotizaci6n de Ia Sociedad Dominante (MIP) y Ia segunda serfa
un plan de remuneraci6n a largo plaza (LTIP).
61
El coste del MIP seria asumido por los accionistas mayoritarios de Ia Sociedad Dominante. El importe maximo
acordado a ser distribuido asciende a 6, 7 mill ones de euros, siendo este el importe maximo a registrar en el estado
de resultados y se abonara el 50% en efectivo dentro de los quince siguientes dias a Ia admision a cotizacion de
las acciones, el resto sera abonado en acciones de Ia Sociedad Dominante, que seran entregadas el 25% tras un
aria desde que Ia sociedad comenzo a cotizar y el otro 25% despues del segundo aria, siempre que los
beneficiaries sean empleados del grupo. La Sociedad registrara de acuerdo con su devengo las correspondientes
aportaciones de los accionistas mayoritarios en el patrimonio neto consolidado con contrapartida en gastos de
personal.
El LTl P consistira en Ia entrega gratuita de acciones tras un periodo de tiempo, sujeto a Ia consecucion de ciertos
objetivos de desemperio (incluyen parametros de crecimiento 25%, parametros de eficiencia 25% y un parametro
de creacion de valor 50%) y a Ia continuidad en Ia Sociedad por parte de los beneficiaries. Estara compuesto de
tres ciclos superpuestos, de tres arias cada uno, comenzando desde Ia fecha de admision a negociacion de las
acciones de Ia Sociedad y finalizando el 31 de diciembre de 2022. La cantidad maxima total a entregar durante Ia
vida del plan (asumiendo un 150% de cumplimiento de los parametros de desemperio) a Ia totalidad de los
beneficiaries de forma agregada ascendera a 9,1 millones de euros. Las entregas de las acciones a cad a
beneficiario se llevaran a cabo una vez finalizado cada uno de los ciclos. El primero de los ciclos se iniciara en el
momenta de admision de cotizacion de las acciones y finalizara el31 de diciembre de 2020. Este plan se liquidara
en acciones "equity settle". La campania sabre las bases descritas anteriormente esta estimando el coste de
remuneracion de estos incentivos a registrar contablemente.
• Cambia de denominacion social
El 30 de junio de 2017 Ia Junta General de Accionistas de Ia Sociedad Dominante acordo el cambia de

denominacion social a Metrovacesa, S.A., sujeto al cumplimiento de determinadas condiciones suspensivas.
Dicho cambia se ha inscrito en el Registro Mercantil de Madrid con fecha 29 de noviembre de 2017.
• Venta en contrato privado Have en mana
Durante el mes de noviembre, Ia Sociedad ha firmado un acuerdo privado con una Socimi dedicada a Ia inversion
en activos en renta, para Ia transmision de las oficinas que se estan construyendo en el solar de Josefa Valcarcel
por valor de 29.700 miles de euros. Se estima que Ia entrega del edificio terminado se produzca durante el cuarto
trimestre del ejercicio 2018.
• Fusion
El Consejo de Administracion celebrado el 24 de noviembre de 2017 ha aprobado Ia fusion por absorcion de Ia

Sociedad Metrovacesa Suelo y Promocion, S.A. con las sociedades filiales Atlantys Espacios Comerciales, S.L. y
Habitatrix, S.L.
• Financiacion corporativa
Con fecha 1 de diciembre, Ia Campania ha firmado un prestamo corporative por importe de 275.000 miles de euros
con varias entidades financieras nacionales e internacionales. El vencimiento de Ia financiacion es 5 arias y Ia
remuneracion es variable segun el Euribor 3M mas un diferencial de mercado. Esta financiacion se utilizara, entre
otros, para el repago del tramo corporative de Ia actual financiacion puente que otorgaron los accionistas a Ia
Sociedad en julio de 2017.
• Financiacion puente
Con fecha 20 de diciembre de 2017, Ia Sociedad ha recibido desde Ia Agencia Tributaria devolucion parcial del
IVA que tenia pendiente de cobra por importe de 147.580 miles de euros. Con fecha 22 de diciembre de 2017 Ia
Campania ha realizado amortizacion parcial del prestamo sindicado firmado el 11 de julio de 2017 con los
accionistas mayoritarios, por importe de 149.779 miles de euros.
• Transmision participaciones
El 19 de diciembre de 2017, Ia Sociedad ha transmitido las acciones que tenia en Ia Sociedad Parque Central
Agente Urbanizador, S.L. por importe de 1 euro, sin que haya supuesto impacto en Ia cuenta de resultados del
grupo.
5. Perspectivas
62
La demanda residencial continuan3 creciendo impulsada par Ia mejora en el empleo, los reducidos castes de
financiacion y el mayor atractivo de Ia vivienda como inversion. Nos encontramos ante un escenario de crecimiento
de las ventas de vivienda, que se veran impulsadas par los siguientes factores:
1) Cicio expansive y mejora del em plea

2) Castes de financiacion reducidos
3) Rentabilidad frente a inversiones alternativas.
4) Tendencia "cultural" a Ia compra
6. Tesoreria
La posicion de tesoreria disponible del Grupo al 31 de diciembre de 2017 y 31 de diciembre de 2016 asciende a
22.217 miles de euros y 27.800 miles de euros respectivamente. Esta liquidez, junto al control de los gastos que
el Grupo esta realizando y Ia generacion de caja procedente de Ia promocion y venta de las promociones
residenciales del Grupo hacen que los Administraciones de Ia Sociedad Dominante confien en que se dispondran
de suficientes recursos para hacer frente a las necesidades de caja.
7. Adquisici6n de acciones propias
La Sociedad Dominante no ha realizado operacion alguna con acciones propias y, al cierre del periodo de nueve
meses terminado a 30 de septiembre de 2017 y con posterioridad al mismo, carecia y carece de autocartera.
8. lnvestigaci6n y Desarrollo
No se han realizado durante el periodo de nueve meses terminado a 30 de septiembre de 2017 inversiones
significativas en investigacion y desarrollo, debido a las caracteristicas propias de Ia actividad del Grupo.
9. Medidas Alternativas de Rendimiento
Tal y como se indica en las Notas 1 y 2 de los estados financieros consolidados intermedios, el Grupo prepara sus
estados financieros de acuerdo con las Normas lnternacionales de Informacion Financiera adoptadas par Ia Union
Europea (NIIF-EU). Adicionalmente p~esenta algunas Medidas Alternativas de Rendimiento ("APMs" par sus siglas
en ingles) para proporcionar informacion adicional que favorecen Ia comparabilidad y comprension de su
informacion financiera, y facilita Ia toma de decisiones y evaluacion del rendimiento del Grupo. Las APMs deben
ser consideradas par el usuario de Ia informacion financiera como complementarias de las magnitudes
presentadas conforme a las bases de presentacion de las cuentas anuales consolidadas, pero en ningun caso
sustitutivas de estas.
Las APMs mas significativas son las siguientes:
Margen bruto de promoci6n (Gross Development Margin)
Definicion: Ventas- Variacion de existencias- Aprovisionamientos (sin considerar las perdidas par deterioro de
existencias).
Reconciliacion: Ia reconciliacion de esta APM con los estados financieros consolidados intermedios es Ia siguiente:
30/09/2017 30/09/2016
Venta de existencias (Nota 17) 15.620 8.264
Variacion de existencias y castes relacionados (Nota 17) (12.911) (7.783)
Margen bruto de promoci6n (Gross Development Margin) 2.709 481
Explicacion del usa: el resultado o margen bruto de promocion es considerado par los Administraciones de Ia
Sociedad Dominante como una medida de los rendimientos de su actividad, ya que proporciona informacion sabre
el resultado o margen bruto de los proyectos de promocion, que se obtiene partiendo de las ventas externas y
restando el coste incurrido para lograr dichas ventas. Adicionalmente, se han tenido en cuenta para dicho calculo,
los deterioros aplicados correspondientes a activos inmobiliarios que han sido objeto de venta durante el periodo.
Dentro del Margen bruto de promocion no se consideran los rendimientos que se pongan de manifiesto como
consecuencia de las ventas de suelo.
63
Comparativa: El grupo presenta un Margen bruto de promocion de 2.709 miles de euros a 30 de septiembre de
2017, comparado con un Margen bruto de promocion de 481 miles de euros a 30 de septiembre de 2016, lo que
supone una variacion positiva de 2.228 miles de euros debido al incremento de rentabilidad de las unidades
entregadas a clientes durante el periodo de nueve meses terminado el 30 de septiembre de 2017.
Margen neto de promoci6n (Net Development Margin)
Definicion: Margen bruto de promocion - Gastos comerciales y de marketing directamente imputables a

promociones los cuales se incluyen dentro del epigrafe de Otros gastos de explotacion.
Reconciliacion: Ia reconciliacion de esta APM con los estados financieros consolidados intermedios es Ia
siguiente:
30/09/2017 30/09/2016
Margen bruto de promocion (Gross Development Margin) 2.709 481
Gastos comerciales y de marketing (562) (484)
Margen neto de promoci6n (Net Development Margin) 2.147 (3)
Explicacion del uso: el margen neto de promocion es considerado por los Administraciones de Ia Sociedad
Dominante como una medida de los rendimientos de su actividad, ya que proporciona informacion sabre el margen
neto de las promociones que han generado ingresos durante el perfodo. Dicho margen neto de promocion es
calculado en base al resultado o margen bruto de promocion (Gross Development Margin), neto de ciertos castes
asociadas al marketing y venta de las promociones relevantes. Dentro del Margen neto de promocion no se
consideran los rendimientos que se pongan de manifiesto como consecuencia de las ventas de suelo.
Comparativa: El grupo presenta un Margen neto de promocion de 2.147 miles de euros a 30 de septiembre de
2017, comparado con un Margen neto de promocion negative de 3 miles de euros a 30 de septiembre de 2016, lo
que supone una variacion positiva de 2.150 miles de euros debido al incremento de rentabilidad de las unidades
entregadas a clientes durante el periodo de nueve meses terminado el 30 de septiembre de 2017.
EBITDA
Definicion: Margen Neto de promocion (Net Development Margin) - Deterioro de existencias + Prestaciones de
servicios + Otros ingresos de explotacion - Gastos de personal - Otros gastos operatives una vez excluidos los
gastos comerciales y de marketing.
30/09/2017 30/09/2016
Margen neto de promocion (Net Development Margin) 2.147 (3)
Prestacion de servicios (Nota 17.a) 3.221 2.925
Otros (Nota 17.a) 46 31
Prestacion de servicios (Nota 17.b) (1.702) (1.039)
Otros (Nota 17.b) (8) (14)
Gastos de personal (Nota 17.c) (4.425) (2.087)
Otros gastos de explotacion (2.987) (1.896)
Otras ganancias o perdidas - 85
EBITDA (3.708) (1.998)
Explicacion del uso: el EBITDA es considerado por los Administraciones de Ia Sociedad Dominante como una
medida de los rendimientos de su actividad ya que proporciona un analisis del resultado del ejercicio (excluyendo
intereses e impuestos, as[ como Ia amortizacion y deterioros) como una aproximacion a los flujos de caja
operatives que reflejan Ia generacion de caja. Adicionalmente, es una magnitud ampliamente utilizada por
inversores a Ia hora de valorar las empresas, as[ como por agendas de rating y acreedores para evaluar el nivel
de endeudamiento comparando el EBITDA con Ia deuda neta y tambien comparando el EBITDA con el servicio
de Ia deuda (debt service).
64
Comparativa: El grupo presenta un EBITDA negativo de 3.708 miles de euros a 30 de septiembre de 2017,
comparado con un EBITDA negativo de 1.998 miles de euros a 30 de septiembre de 2016, lo que supone una
variacion negativa de 1. 710 miles de euros debido al incremento de actividad que esta realizando Ia Compariia,
asi como por Ia incorporacion de nuevos empleados durante el periodo de nueve meses terminado el 30 de
septiembre de 2017.
Definicion: Deuda financiera - tesoreria disponible +1- otros activos y pasivos financieros.
3010912017 3111212016
Deuda bancaria 176.684 354
Tesoreria disponible (Nota 11) (22.217) (27.800)
Otros activoslpasivos financieros (1.343) (1.038)
Deuda financiera neta 153.124 (28.484)
Explicacion del uso: Ia deuda financiera neta es una magnitud financiera que mide Ia posicion de endeudamiento
neto de una compariia. Adicionalmente, es una magnitud ampliamente utilizada por inversores a Ia hora de valorar
el apalancamiento financiero neto de las empresas, asi como por agencias de rating y acreedores para evaluar el
nivel de endeudamiento neto.
Comparativa: El grupo presenta a 30 de septiembre de 2017 un total de deuda financiera neta de 153.124 miles
de euros comparados con un total de -26.408 miles de euros a 31 de diciembre de 2016, debido principalmente
a Ia financiacion puente otorgada por los accionistas mayoritarios.
Apalancamiento
Definicion: Deuda financiera neta I Total activos.
3010912017 3111212016
Deuda financiera neta (a) 153.124 (26.408)
Total de Activo (b) 2.322.142 1.082.732
Apalancamiento (a) I (b) 6,59% -2,44%
Explicacion del uso: el Apalancamiento es un indicador que mide Ia posicion de endeudamiento de Ia compariia.
Es ampliamente utilizado por inversores a Ia hora de valorar el Apalancamiento financiero de las empresas
inmobiliarias, asi como por agencias de rating y acreedores para evaluar el nivel de endeudamiento.
Comparativa: El grupo presenta a 30 de septiembre de 2017 un apalancamiento del 6,59% comparado con un
ratio del-2,44% a 31 de diciembre de 2016, principalmente debido al que se ha firmado Ia financiacion puente con
los accionistas mayoritarios, asi como Ia aportacion de activos (Nota 1.c.1 ).
Return on capital employed (ROCE)
Definicion: EBITDA Ajustado I (suma de los saldos medios entre el 30 de septiembre de 2017 y el 31 de diciembre
de 2016 del Patrimonio Neto y Ia Deuda financiera neta, respectivamente).
3010912017 3111212016
EBITDA (3.708) -
Patrimonio neto* 1.530.951 -
Deuda financiera neta ** 63.358 -
ROCE -0,23% n.a.
65
(*) El patrimonio neto a 30 de septiembre de 2017 asciende a 2.062. 727 miles de euros y a 999.175 miles de euros a 31 de
diciembre de 2016, resultando par tanto elsa/do media de Ia media entre ambos importes.
(**)La deuda financiera neta a 30 de septiembre de 2017 asciende a 153.124 miles de euros y a -26.408 miles de euros a 31
de diciembre de 2016, resultando par tanto elsa/do media de Ia media entre ambos importes.
Explicacion del uso: el rendimiento del capital empleado (Return on capital employed o ROCE) es considerado
por los Administraciones de Ia Sociedad Dominante como una medida de los rendimientos de su actividad, ya que
mide Ia rentabilidad de una comparifa tomando en consideracion una cuestion especialmente relevante y es Ia
eficiencia con que se em plea el capital. Es ampliamente utilizado por inversores a Ia hora de valorar Ia rentabilidad
real de una comparifa.
Comparativa: El grupo no presenta comparativa con Ia del perfodo anterior al haberse creado este en el ejercicio
2016 y no poder mostrar los importes medias 2016.
Loan to Value (LTV)
Definicion: Deuda financiera neta I (Valor de mercado de los actives inmobiliarios registrados en inversiones
inmobiliarios +valor de mercado de los actives inmobiliarios registrados en existencias).
3010912017 3111212016
Valor de mercado del portfolio registrado en inversiones inmobiliarias
305.725 109.600
(Nota 6)
Valor de mercado del portfolio registrado en existencias (Nota 9) 1.903.178 1.000.021
LTV 6,93% -2,38%
Explicacion del uso: el LTV es un indicador que mide Ia posicion de endeudamiento de Ia comparifa en relacion al
valor de mercado de sus actives inmobiliarios. Es ampliamente utilizado por inversores a Ia hora de valorar el
apalancamiento financiero de las empresas inmobiliarias, asf como por agencias de rating y acreedores para
evaluar el nivel de endeudamiento.
Comparativa: El grupo presenta a 30 de septiembre de 2017 un Loan to Value del 6,93% comparado con un ratio
del-2,38% a 31 de diciembre de 2016, principalmente debido al incremento de Ia deuda financiera neta, asf como
Ia aportacion de actives realizada por los accionistas mayoritarios.
Loan to Cost (LTC)
Definicion: Deuda financiera neta I (Existencias- Anticipos de proveedores + lnversiones lnmobiliarias)
Explicacion del uso: el LTC es un indicador que mide Ia posicion de endeudamiento de Ia comparifa. Es
ampliamente utilizado por inversores a Ia hora de valorar el apalancamiento financiero de las empresas
inmobiliarias, asf como por agendas de rating y acreedores para evaluar el nivel de endeudamiento.
Reconciliacion: Ia reconciliacion de esta APM con los estados financieros consolidados intermedios es Ia
siguiente:
3010912017 3111212016
Existencias (Nota 9) 1.629.760 814.182
Anticipos a proveedores (Nota 9) (2.632) (10.835)
lnversiones lnmobiliarias (Nota 6) 305.725 109.600
LTC 7,92% -2,89%
Comparativa: El grupo presenta a 30 de septiembre de 2017 un LTC del7,92% comparado con un ratio del-2,89%
a 31 de diciembre de 2016, principalmente debido al hecho de que Ia deuda financiera neta ha mostrado un nivel
de crecimiento superior al de las existencias con motivo de Ia financiacion puente otorgada por los accionistas
mayoritarios, asf como Ia aportacion de actives.
66
Metrovacesa Suelo y Promoci6n, S.A. y Sociedades Dependientes
Los estados financieros intermedios consolidadas correspondientes al periodo de nueve meses terminado el 30
de septiembre de 2017 de Metrovacesa Suelo y Promoci6n, SA y Sociedades Dependientes, integrados por el
balance intermedio consolidado al30 de septiembre de 2017, el estado de resultados intermedio consolidado, el
estado de cambios en el patrimonio neto intermedio consolidado y el estado de flujos de efectivo intermedio
consolidado, asi como las notas explicativas y el informe de gesti6n intermedio consolidado, correspondientes al
periodo de nueve meses terminado en dicha fecha, han sido formulados por el Consejo de Administraci6n de
Metrovacesa Suelo y Promoci6n, S.A. en su reunion del dia 8 de enero de 2018. Los estados financieros
consolidados corresponden al periodo de nueve meses terminado el 30 de septiembre de 2017, firmando en Ia
ultima hoja todos los Consejeros.
Madrid, OB de enero de 2018
V 1B. D. Ignacio Moreno Martinez D. LuccA Osorio ltunnendi
Pret;idente del Consejo de Administracion Secretarill del Col'lsejo\dministraci6n
D. Mariano Olmed~
Vicepre~ de Administraci6n
67
rdo"-0. TQnacio Moreno Martinez Fdo D. Mariano ,Qimeda Sarri6n
Vocal Voqal
Fdo. D. Jl~er G~r&ia-Carranza Benjumea

/ 1 Vocal
Fdo D. Cesareo Rey-Baltar Oramas Fdo. D. Jluan Maximiliano de Ortueta Monfort

Vocal Vocal
Fda D. Jose Ferris Monera

Vocal Ai~ira S~~t~·~d~;· R~~r.sfaie;-S.J(,
representada por D. Carlos Doussinague
Mendez de Lugo
Vocal
Fda Dna. tna Lucr~~o Valle Fdo. Dna. Francisca Ortega Hernandez-Agero
Vocal
Fda D. Juan Ignacio Ruiz de Aida Moreno Fda lJ.'"ta~ M~Jfzano Cuesta
Vocal vvocal
68
REGISTERED OFFICE OF THE COMPANY
Parque Vía Norte
Calle Quintanavides, 13
28050 Madrid
Spain
Tel.: +34 660 99 00 44
JOINT GLOBAL COORDINATORS
BBVA Banco Santander

Plaza de San Nicolás, 4 C/Gran Vía de Hortaleza 3,
48005 Bilbao Edif. Pedreña, Planta 1ª
Spain 28033 Madrid
Spain
Deutsche Bank Morgan Stanley

Winchester House 25 Cabot Square
1 Great Winchester Street Canary Wharf
London EC2N 2DB London E14 4QA
United Kingdom United Kingdom
JOINT BOOKRUNNERS
Goldman Sachs International Société Générale Corporate &

Peterborough Court Investment Banking
133 Fleet Street 29 boulevard Haussmann
London EC4A 2BB 75009 Paris
United Kingdom France
CO-LEAD MANAGERS
Norbolsa
CaixaBank BPI Fidentiis Equities Torre Iberdrola
Calle Pintor Sorolla, 2-4 Velázquez 140, 2nd floor Plaza Euskadi, nº 5 – Planta 26
46002 Valencia 28006 Madrid 48009 Bilbao
Spain Spain Spain
LEGAL ADVISORS
To the Company
as to United States and English Law To the Managers
Mayer Brown International LLP Freshfields Bruckhaus Deringer LLP

201 Bishopsgate Torre Europa
London EC2M 3AF Paseo de la Castellana, 95
United Kingdom 28046 Madrid
Spain
To the Company
as to Spanish Law
Uría Menéndez Abogados, S.L.P.

Príncipe de Vergara 187
Plaza de Rodrigo Uría
28002 Madrid
Spain
AUDITORS OF THE COMPANY

Paseo de la Castellana, 259 B
Torre PwC
28046 Madrid
Spain
(This page has been left blank intentionally.)
Mr Jorge Pérez de Leza Eguiguren, acting in the name and on behalf of the Company, in his capacity as
authorized representative of the Company, accepts responsibility for the information contained in this document.
Having taken all reasonable care to ensure that such is the case, the information contained in this document is, to
the best of his knowledge, in accordance with the facts and contains no omissions likely to affect its import.
Mr Cesáreo Rey-Baltar Oramas, acting in the name and on behalf of the BBVA Entities which are Selling
Shareholders (in particular Anida Operaciones Singulares, S.A., BBVA Propiedad, S.A., Arrels CT Finsol, S.A.,
Arrels CT Patrimoni i Projectes, S.A., Anida Desarrollos Inmobiliarios, S.L., L Eix Immobles, S.L., Arrahona
Nexus, S.L., Unnim Sociedad para la Gestión de Activos Inmobiliarios, S.A., Gescat, Gestio de Sol, S.L. and
Prov-Infi-Arrahona, S.L.), in his capacity as authorized representative, accepts responsibility for the information
referring to the BBVA Entities in sections “Principal and Selling Shareholders” and “Plan of Distribution.”
Having taken all reasonable care to ensure that such is the case, such information contained in “Principal and
Selling Shareholders” and “Plan of Distribution” is, to the best of his knowledge, in accordance with the facts
and contains no omissions likely to affect its import.
Mr Carlos Manzano Cuesta, acting in the name and on behalf of the Santander Entities which are Selling
Shareholders (in particular Altamira Santander Real Estate, S.A. and Luri 6, S.A.), in his capacity as authorized
representative, accepts responsibility for the information referring to the Santander Entities in sections
“Principal and Selling Shareholders” and “Plan of Distribution.” Having taken all reasonable care to ensure that
such is the case, such information contained in “Principal and Selling Shareholders” and “Plan of Distribution”
is, to the best of his knowledge, in accordance with the facts and contains no omissions likely to affect its
import.
In Madrid, on January 19, 2018
Mr Jorge Pérez de Leza Mr Cesáreo Rey-Baltar Mr Carlos Manzano

Folleto de Admisión de Metrovacesa

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Metrovacesa, S.A.

Offering of up to 39,130,435 ordinary shares of Metrovacesa, S.A.

ANNEXES ........................................................................................................................................................... A-1

Annex I – CBRE Valuation Report

• Limited track record and incurred losses

Section A—Introduction and warnings

A potential update or adjustment in the information or statements contained in this

• We operate in a market with attractive dynamics.

• We hold a land bank with high visibility of attractive residential development

• Significant value creation potential through active management of land under

• We have a strategic portfolio of commercial land that is an additional source of

• Well-established platform already in place to ensure a successful execution with

• Highly attractive and unique cash generation profile for shareholders.

• Consolidate our position as the residential industry leader in Spain.

• Opportunistic approach to commercial development.

• Continued operational excellence.

• Conservative capital structure and attractive shareholder return and dividend

Our Organizational Structure

B.4a A description Residential demand considerations

Residential supply considerations

• Construction of new homes in Spain. The Spanish residential construction

• Overall supply constraints. Following the 2007 financial crisis, the

• Stock absorption. During the financial crisis, Spain accumulated a significant

Residential price considerations

Land market dynamics

We operate in a competitive and highly fragmented market. Existing players in the

Prior to the Offering After the Offering

Profit/ (loss) from operations ............................................... (73,533) 388 (19,631) (18,492)

Profit/(loss) for the period/year .................................................. (33,856) 240 (20,534) 64,143

CONSOLIDATED STATEMENT OF CASH FLOW For the nine-month period

Pro Forma Consolidated Balance Sheet as of September 30, 2017

Metrovacesa Intercompany Reclassification Pro forma

Total non-current assets ........ 471,947 335,412 - (255,291) 552,068

Cash and cash equivalents ........

Total current assets ................ 1,850,195 12,641 (71) 255,291 2,118,056

Total Assets ............................. 2,322,142 348,053 (71) - 2,670,124

(in thousands of euros)

Total equity ................ 2,062,727 335,600 - - 4,043 2,402,370

Total liabilities ........... 259,415 12,453 - (71) (4,043) 267,754

C.2 Currency of The Shares are denominated in euros.

Our expectations in relation to dividends, distributable reserves, business performance

Risks Relating to General Political and Economic Conditions

Risks Relating to Our Business

• Significant unanticipated costs might arise in relation to the execution of our

• We have limited operating and financial data and incurred losses.

• We are exposed to risks associated with our indebtedness.

• If we cannot obtain sufficient capital on acceptable terms, we may be unable to

• We may achieve lower revenue in our development projects than originally

• The Spanish residential market could become increasingly competitive.

• Our commercial real estate portfolio is subject to inherent risks.

• A future decline in land values could result in significant write-downs.

• We are subject to complex and substantial regulations of which the application,

• The construction of new developments involves HSE risks.

• Demand for our homes depends on customer preferences for types of

• Constraints on the availability of mortgage lending and/or interest rate increases

• We may suffer uninsured losses or suffer material losses in excess of insurance

• We are exposed to liability claims from third parties.

• We are dependent on information technology systems, which may fail, be

• If we fail to maintain an effective system of internal controls, we may not be able to

• If the Company was determined to be a passive foreign investment company, the

The Selling Shareholders expect to raise gross proceeds of up to €763.04 million

conditions outstanding share capital of the Company.

E.6 Dilution: Not applicable